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

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any Subject to Section 12.20 hereof, each of the Parties hereby irrevocably acknowledges and all disputes which cannot be settled amicably agrees that any legal action or proceeding brought with respect to this Agreement, including any action (at law of the obligations arising under or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively only in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in courts of the State of DelawareNew York, or, if neither County of such courts shall have jurisdiction, any other Delaware state court. Each New York or in the United States District Court for the Southern District of New York and each of the parties Parties hereby irrevocably submits to and accepts with regard to any such dispute action or proceeding, for itself and in respect of its property, generally and unconditionally, to the sole and non-exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party Party hereby further irrevocably waives any claim that any such courts lack jurisdiction over such Party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in any of the aforesaid courts, that any such court lacks jurisdiction over such Party. Each Party irrevocably consents to the service of process in any dispute in any of the aforesaid courts such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party party, at such party’s its address referred to for notices set forth in Section 3.212.5 hereof, such service to become effective ten (10) days after such mailing. Each party Party hereby irrevocably waives any objection to such service of process and unconditionally waives, further irrevocably waives and agrees not to assert as a defense, counterclaim plead or otherwise, claim in any action brought by or proceeding commenced hereunder or under any party with respect to this Agreement (i) other documents contemplated hereby that service of process was in any claim that it is way invalid or ineffective. The foregoing shall not personally subject to limit the jurisdiction rights of the aforesaid courts for any reason other than the failure Party to serve process in accordance with this Section 3.8; (ii) any claim that other manner permitted by applicable law. The foregoing consents to jurisdiction shall not constitute general consents to service of process in the State of New York for any purpose except as provided above and shall not be deemed to confer rights on any Person other than the respective Parties. Each of the Parties hereby waives any right it or its property is exempt or immune from may have under the jurisdiction laws of any such court or from jurisdiction to commence by publication any legal process commenced in such courts (whether through service action or proceeding with respect this Agreement. To the fullest extent permitted by applicable law, each of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any the Parties hereby irrevocably waives the objection which such party it may now or hereafter have (A) to the laying of the venue of any of the aforesaid actions suit, action or proceeding arising out of or relating to this Agreement in any of the courts referred to in this Section 12.8 and hereby further irrevocably waives and agrees not to plead or claim that any such court is not a convenient forum for any such suit, action or proceeding. The Parties agree that any judgment obtained by any Party or its successors or assigns in any action, suit or proceeding referred to above may, in the discretion of such Party (or its successors or assigns), be enforced in any jurisdiction, to the extent permitted by applicable law. The Parties agree that the remedy at law for any breach of this Agreement may be inadequate and that should any dispute arise concerning any matter hereunder, this Agreement shall be enforceable in a court of equity by an injunction or a decree of specific performance. Such remedies shall, however, be cumulative and nonexclusive, and shall be in addition to any other remedies which the Parties may have. Each Party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation as between the Parties directly or indirectly arising out of, under or in connection with this Agreement brought or the transactions contemplated hereby or disputes relating hereto. Each Party (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the courts referred event of litigation, seek to above; (B) that such action brought in any such court has been brought in an inconvenient forum enforce the foregoing waiver and (Cb) acknowledges that it and the other Parties have been induced to enter into this AgreementAgreement by, or among other things, the subject matter hereof or thereof, may not be enforced mutual waivers and certifications in or by such courtsthis Section 12.8.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any To the fullest extent permitted by applicable law, each of the Parties hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court is unavailable, any state or federal court located in Wilmington, Delaware, as well as to the appellate jurisdiction of all disputes courts to which cannot an appeal may be settled amicably with respect to this Agreementtaken from such courts, including in any action (at law or in equity), claim, litigationaction, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation proceeding or ancillary claims of any party, claim arising out of, of or relating to this Agreement or in connection with the transactions contemplated hereby, including the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunderAgreement, or for recognition and enforcement of any judgment (ii) agrees that all claims in respect of this Agreement and the rights and obligations arising hereunder any such action, suit, proceeding or thereunder brought by a party hereto or its successors or assigns, claim shall be brought brought, heard and determined exclusively in such courts, (iii) agrees that such for a have a reasonable relation to this Agreement, and to the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each relationship of the parties hereby irrevocably submits Parties with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, one another; (iv) waives and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim objection that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions action, suit, proceeding or claim arising out of or relating to this Agreement or the transactions contemplated hereby in any such court, (v) consents to the service of any and all process in any such action, suit, proceeding or claim by the mailing of copies of such process to such Person at its address specified herein or in any other manner permitted by applicable law, (vi) waives to the fullest extent permitted by applicable law any and all rights to a trial by jury in connection with this Agreement brought in the courts referred to above; any such action, suit, proceeding or claim, (Bvii) agrees that such action brought a final judgment in any such court has been brought in an inconvenient forum action, suit, proceeding or claim shall be conclusive and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, and (viii) agrees that performance under this Agreement shall continue if reasonably possible during any such courtsaction, suit, proceeding or claim.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any Each of the parties hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City in the borough of Manhattan for purposes of all disputes which cannot be settled amicably with respect legal proceedings arising out of or relating to this Agreement, including any action (at law the other Loan Documents or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation the transactions contemplated hereby or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state courtthereby. Each of the parties hereby hereto irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionallywaives, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated fullest extent permitted by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified maillaw, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party it may now or hereafter have (A) to the laying of the venue of any of the aforesaid actions arising out of or in connection with this Agreement such proceeding brought in the courts referred to above; (B) such a court and any claim that any such action proceeding brought in any such a court has been brought in an inconvenient forum forum. Each of the parties hereto agrees that a final judgment in any such proceeding shall be conclusive and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in any Loan Document shall affect any right that (a) any party hereto may otherwise have to bring any proceeding relating to any Loan Document against any other party hereto or their respective properties in the courts of any jurisdiction (i) for purposes of enforcing a judgment or (ii) in connection with any pending bankruptcy, insolvency or similar proceeding in such courtsjurisdiction or (b) the Administrative Agent, the Collateral Agent, the L/C Issuer or any Lender may otherwise have to bring any proceeding relating to any Loan Document against the Borrower or any other Loan Party or their respective properties in the courts of any jurisdiction in connection with exercising remedies against any Collateral in a jurisdiction in which such Collateral is located. THE BORROWER, THE ADMINISTRATIVE AGENT, THE L/C ISSUER AND THE LENDERS HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. Each party hereby irrevocably and unconditionally (a) Any submits, for itself and all disputes which canits property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not be settled amicably with respect to this Agreementhave jurisdiction over a particular matter, including any action the Superior Court of the State of Delaware (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and Complex Commercial Litigation Division thereof if such division has jurisdiction over the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Courtparticular matter), or if such court shall the Superior Court of the State of Delaware does not have jurisdiction, any federal court located of the United States of America sitting in the State of Delaware) (as applicable, orthe “Delaware Courts”), if neither and any appellate court from any decision thereof, in any suit, action or other proceeding with respect to the subject matter of such courts shall have jurisdictionthis Agreement (each, any other Delaware state court. Each a “Proceeding”), including the negotiation, execution or performance of the parties hereby irrevocably submits with regard to any such dispute for itself this Agreement and agrees that all claims in respect of its propertyany such Proceeding shall be heard and determined in the Delaware Courts, generally and unconditionally(b) waives, to the sole fullest extent it may legally and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified maileffectively do so, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party it may now or hereafter have (A) to the laying of venue of any Proceeding with respect to the subject matter of the aforesaid actions arising out of or in connection with this Agreement brought or the negotiation, execution or performance of this Agreement in the courts referred Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to above; (B) that the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action brought Proceeding in any such court has been brought in an inconvenient forum and (Cd) agrees that this Agreement, or the subject matter hereof or thereof, a final judgment in any such Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable law. The Parties waive any right to a trial by jury with respect to any Proceeding.

Submission to Jurisdiction; Waiver of Jury Trial. To the fullest extent permitted by applicable law, each of the Parties hereby irrevocably and unconditionally (ai) Any submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court is unavailable, any state or federal court located in Wilmington, Delaware, as well as to the appellate jurisdiction of all disputes courts to which cannot an appeal may be settled amicably with respect to this Agreementtaken from such courts, including in any action (at law or in equity), claim, litigationaction, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation proceeding or ancillary claims of any party, claim arising out of, of or relating to this Agreement or in connection with the transactions contemplated hereby, including the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunderAgreement, or for recognition and enforcement of any judgment (ii) agrees that all claims in respect of this Agreement and the rights and obligations arising hereunder any such action, suit, proceeding or thereunder brought by a party hereto or its successors or assigns, claim shall be brought brought, heard and determined exclusively in such courts, (iii) agrees that such for a have a reasonable relation to this Agreement, and to the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each relationship of the parties hereby irrevocably submits Parties with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, one another; (iv) waives and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim objection that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions action, suit, proceeding or claim arising out of or relating to this Agreement or the transactions contemplated hereby in any such court, (v) consents to the service of any and all process in any such action, suit, proceeding or claim by the mailing of copies of such process to such Person at its address specified herein or in any other manner permitted by applicable law, (vi) waives to the fullest extent permitted by applicable law any and all rights to a trial by jury in connection with this Agreement brought in the courts referred to above; any such action, suit, proceeding or claim, (Bvii) agrees that such action brought a final judgment in any such court has been brought in an inconvenient forum action, suit, proceeding or claim shall be conclusive and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, and (viii) agrees that performance under this Agreement shall continue if reasonably possible during any such courtsaction, suit, proceeding or claim.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, proceeding or investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.211.02. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.811.10; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any The Borrower and each Guarantor hereby submits to the nonexclusive jurisdiction of the United States District Court for the Northern District of Illinois and of any Illinois State court sitting in the City of Chicago for purposes of all disputes which cannot be settled amicably with respect legal proceedings arising out of or relating to this Agreement, including the other Credit Documents or the transactions contemplated hereby or thereby. The Borrower and each Guarantor irrevocably waives, to the fullest extent permitted by law, any action (at law objection which it may now or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims hereafter have to the laying of the venue of any partysuch proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. THE BORROWER, arising out ofEACH GUARANTOR, relating to or in connection with THE ADMINISTRATIVE AGENT, AND EACH BANK HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY. The Borrower and each Guarantor (other than the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties Parent) hereby irrevocably submits with regard designates, appoints and empowers the Parent as its designee, appointee and agent to any such dispute receive, accept and acknowledge for itself and on its behalf, and in respect of its property, generally service of any and unconditionallyall legal process, to the sole summons, notices and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement documents which may be served in any court such action or proceeding. If for any reason the Parent shall cease to be available to act as such, the Borrower and each Guarantor (other than the aforesaid courtsParent) agrees to designate a new designee, appointee and agent in Chicago, Illinois on the terms and for the purposes of this provision satisfactory to the Administrative Agent under this Agreement. Each party The Borrower and each Guarantor hereby irrevocably consents waives any objection to such service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby and further irrevocably and unconditionally waives, waives and agrees not to assert as a defense, counterclaim plead or otherwise, claim in any action brought by or proceeding commenced hereunder or under any party with respect to this Agreement (i) other Credit Document that service of process was in any claim that it is not personally subject to way invalid or ineffective. Nothing herein shall affect the jurisdiction right of the aforesaid courts for Administrative Agent, any reason other than Bank or the failure holder of any Note to serve process in accordance with this Section 3.8; (ii) any claim that it other manner permitted by law or its property is exempt to commence legal proceedings or immune from otherwise proceed against the jurisdiction of Borrower or 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); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought Guarantor in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courtsother jurisdiction.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any Each party hereto, for itself and all disputes which cannot be settled amicably with respect to this Agreementits successors and assigns, including irrevocably agrees that any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, Proceeding arising out of, of or relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, Transactions shall be brought and determined exclusively in the Court of Chancery in and for New Castle County in the State of Delaware Chancery Court(or, if subject matter jurisdiction in that court is not available, in any appropriate state or if such court shall not have jurisdiction, any federal court located courts in New Castle County in the State of Delaware, or, if neither ) (and each such party shall not bring any Proceeding arising out of such courts shall have jurisdiction, or relating to this Agreement or any other Delaware state court. Each of the parties Transactions in any court other than the aforesaid courts), and each party hereto, for itself and its successors and assigns and in respect to its property, hereby irrevocably submits with regard to any such dispute for itself and in respect of its propertyProceeding, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mailhereto, postage prepaidfor itself and its successors and assigns, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement such Proceeding: (i) any claim that it is not personally subject to the jurisdiction of the aforesaid above-named courts for any reason other than the failure to lawfully serve process in accordance with this Section 3.8process; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or and (iii) any objection which such party may now or hereafter have that (A) to the laying of venue of such Proceeding in any of the aforesaid actions arising out of or in connection with this Agreement such court is brought in the courts referred to abovean inconvenient forum; (B) that the venue of such action brought in any such court has been brought in an inconvenient forum Proceeding is improper; and (C) that this Agreement, the Transactions or the subject matter hereof or thereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Waiver of Jury Trial. Each party hereto irrevocably and unconditionally (ai) Any accepts the jurisdiction and all disputes which cannot be settled amicably with respect venue of any state or federal court sitting in the State of New York, City of New York in any action or proceeding arising out of or related to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) waives any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection objections which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement proceedings brought in the courts referred any such court and agrees not to above; (B) plead or claim in any such court that such action or proceeding brought in any such court has been brought in an inconvenient forum forum, (iii) agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to such party at their respective addresses provided in accordance with Section 8(b); and (Cd) agrees that this Agreementservice as provided in clause (iii) above is sufficient to confer personal jurisdiction over such party in any such proceeding in any such court, or the subject matter hereof or thereofand otherwise constitutes effective and binding service in every respect. NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, may not be enforced in or by such courtsSUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF A PARTY SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER AGREEMENTS OR THE DEALINGS OR THE RELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS SECTION 8(J) HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HERETO HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY HERETO THAT THE PROVISIONS OF THIS SECTION 8(J) WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, proceeding or investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, proceeding or investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.212.02. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.812.10; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any Subject to Section 12.20 hereof, each of the Parties hereby irrevocably acknowledges and all disputes which cannot be settled amicably consents that any legal action or proceeding brought with respect to this Agreement, including any action (at law of the obligations arising under or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall may be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in courts of the State of DelawareNew York, or, if neither County of such courts shall have jurisdiction, any other Delaware state court. Each New York or in the United Stales District Court for the Southern District of New York and each of the parties Parties hereby irrevocably submits to and accepts with regard to any such dispute action or proceeding, for itself and in respect of its property, generally and unconditionally, to the sole and non-exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party Party hereby further irrevocably waives any claim that any such courts lack jurisdiction over such Party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in any of the aforesaid courts, that any such court lacks jurisdiction over such Party. Each Party irrevocably consents to the service of process in any dispute in any of the aforesaid courts such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party party, at such party’s its address referred to for notices set forth in Section 3.212.5 hereof, such service to become effective ten (10) days after such mailing. Each party Party hereby irrevocably waives any objection to such service of process and unconditionally waives, further irrevocably waives and agrees not to assert as a defense, counterclaim plead or otherwise, claim in any action brought by or proceeding commenced hereunder or under any party with respect to this Agreement (i) other documents contemplated hereby that service of process was in any claim that it is way invalid or ineffective. The foregoing shall not personally subject to limit the jurisdiction rights of the aforesaid courts for any reason other than the failure Party to serve process in accordance with this Section 3.8; (ii) any claim that other manner permitted by applicable law. The foregoing consents to jurisdiction shall not constitute general consents to service of process in the State of New York for any purpose except as provided above and shall not be deemed to confer rights on any Person other than the respective Parties. Each of the Parties hereby waives any right it or its property is exempt or immune from may have under the jurisdiction laws of any such court or from jurisdiction to commence by publication any legal process commenced in such courts (whether through service action or proceeding with respect this Agreement. To the fullest extent permitted by applicable law, each of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any the Parties hereby irrevocably waives the objection which such party it may now or hereafter have (A) to the laying of the venue of any of the aforesaid actions suit, action or proceeding arising out of or relating to this Agreement in any of the courts referred to in this Section 13.8 and hereby further irrevocably waives and agrees not to plead or claim that any such court is not a convenient forum for any such suit, action or proceeding. The Parties agree that any judgment obtained by any Party or its successors or assigns in any action, suit or proceeding referred to above may, in the discretion of such Party (or its successors or assigns), be enforced in any jurisdiction, to the extent permitted by applicable law. The Parties agree that the remedy at law for any breach of this Agreement may be inadequate and that should any dispute arise concerning any matter hereunder, this Agreement shall be enforceable in a court of equity by an injunction or a decree of specific performance. Such remedies shall, however, be cumulative and nonexclusive, and shall be in addition to any other remedies which the Parties may have. Each Party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation as between the Parties directly or indirectly arising out of, under or in connection with this Agreement brought or the transactions contemplated hereby or disputes relating hereto. Each Party (i) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the courts referred event of litigation, seek to above; (B) that such action brought in any such court has been brought in an inconvenient forum enforce the foregoing waiver and (Cii) acknowledges that it and the other Parties have been induced to enter into this AgreementAgreement by, or among other things, the subject matter hereof or thereof, may not be enforced mutual waivers and certifications in or by such courtsthis Section 13.8.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any Subject to Section 13.19 hereof, each of the Parties hereby irrevocably acknowledges and all disputes which cannot be settled amicably consents that any legal action or proceeding brought with respect to this Agreement, including any action (at law of the obligations arising under or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall may be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in courts of the State of DelawareNew York, or, if neither County of such courts shall have jurisdiction, any other Delaware state court. Each New York or in the United Stales District Court for the Southern District of New York and each of the parties Parties hereby irrevocably submits to and accepts with regard to any such dispute action or proceeding, for itself and in respect of its property, generally and unconditionally, to the sole and non-exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party Party hereby further irrevocably waives any claim that any such courts lack jurisdiction over such Party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in any of the aforesaid courts, that any such court lacks jurisdiction over such Party. Each Party irrevocably consents to the service of process in any dispute in any of the aforesaid courts such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party party, at such party’s its address referred to for notices set forth in Section 3.213.5 hereof, such service to become effective ten (10) days after such mailing. Each party Party hereby irrevocably waives any objection to such service of process and unconditionally waives, further irrevocably waives and agrees not to assert as a defense, counterclaim plead or otherwise, claim in any action brought by or proceeding commenced hereunder or under any party with respect to this Agreement (i) other documents contemplated hereby that service of process was in any claim that it is way invalid or ineffective. The foregoing shall not personally subject to limit the jurisdiction rights of the aforesaid courts for any reason other than the failure Party to serve process in accordance with this Section 3.8; (ii) any claim that other manner permitted by applicable law. The foregoing consents to jurisdiction shall not constitute general consents to service of process in the State of New York for any purpose except as provided above and shall not be deemed to confer rights on any Person other than the respective Parties. Each of the Parties hereby waives any right it or its property is exempt or immune from may have under the jurisdiction laws of any such court or from jurisdiction to commence by publication any legal process commenced in such courts (whether through service action or proceeding with respect this Agreement. To the fullest extent permitted by applicable law, each of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any the Parties hereby irrevocably waives the objection which such party it may now or hereafter have (A) to the laying of the venue of any of the aforesaid actions suit, action or proceeding arising out of or relating to this Agreement in any of the courts referred to in this Section 13.8 and hereby further irrevocably waives and agrees not to plead or claim that any such court is not a convenient forum for any such suit, action or proceeding. The Parties agree that any judgment obtained by any Party or its successors or assigns in any action, suit or proceeding referred to above may, in the discretion of such Party (or its successors or assigns), be enforced in any jurisdiction, to the extent permitted by applicable law. The Parties agree that the remedy at law for any breach of this Agreement may be inadequate and that should any dispute arise concerning any matter hereunder, this Agreement shall be enforceable in a court of equity by an injunction or a decree of specific performance. Such remedies shall, however, be cumulative and nonexclusive, and shall be in addition to any other remedies which the Parties may have. Each Party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation as between the Parties directly or indirectly arising out of, under or in connection with this Agreement brought or the transactions contemplated hereby or disputes relating hereto. Each Party (i) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the courts referred event of litigation, seek to above; (B) that such action brought in any such court has been brought in an inconvenient forum enforce the foregoing waiver and (Cii) acknowledges that it and the other Parties have been induced to enter into this AgreementAgreement by, or among other things, the subject matter hereof or thereof, may not be enforced mutual waivers and certifications in or by such courtsthis Section 13.8.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any The parties hereby irrevocably and all disputes which cannot be settled amicably with unconditionally submit to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City in respect of any suit, action or proceeding arising out of or relating to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement other Loan Documents or any matter other action, proceeding or counterclaim between a Borrower and an Indemnitee arising out of or in connection with this Agreement and relating to, the rights and obligations arising hereunder transactions contemplated hereby or thereunder, or for recognition and enforcement of any judgment thereby. The parties hereto irrevocably agree that all claims in respect of this Agreement any such suit, action or proceeding may be heard and determined in any such court. The parties hereto agree that service of any process, summons, notice or document by registered mail addressed to the rights and obligations arising hereunder or thereunder brought by a applicable party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Courteffective service of process against such party for any suit, action or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard proceeding relating to any such dispute for itself and in respect of its property, generally and unconditionallydispute. The parties hereto irrevocably waive, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated fullest extent permitted by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified maillaw, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party they may now or hereafter have (A) to the laying of the venue of any of the aforesaid actions arising out of or in connection with this Agreement such proceeding brought in the courts referred to above; (B) such a court and any claim that any such action proceeding brought in any such a court has been brought in an inconvenient forum and (C) that this Agreementforum. A final judgment in any such suit, action or the subject matter hereof or thereof, proceeding brought in any such court may not be enforced in any other courts to whose jurisdiction any party hereto is or may be subject by such courtssuit upon judgment. THE BORROWERS, THE ADMINISTRATIVE AGENT, THE L/C ISSUERS AND THE LENDERS HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. Each party hereto irrevocably and unconditionally (a) Any accepts the jurisdiction and all disputes which cannot be settled amicably with respect venue of any state or federal court sitting in the State of New York, City of New York in any action or proceeding arising out of or related to this Agreement, including (b) waives any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection objections which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement proceedings brought in the courts referred any such court and agrees not to above; (B) plead or claim in any such court that such action or proceeding brought in any such court has been brought in an inconvenient forum forum, (c) agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to such party at their respective addresses provided in accordance with Section 9.2; and (Cd) agrees that this Agreementservice as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such proceeding in any such court, or the subject matter hereof or thereofand otherwise constitutes effective and binding service in every respect. NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, may not be enforced in or by such courtsSUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF A PARTY SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER AGREEMENTS OR THE DEALINGS OR THE RELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS SECTION 9.7 HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HERETO HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY HERETO THAT THE PROVISIONS OF THIS SECTION 9.7 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any Subject to Section 10.20 hereof, each of the Parties hereby irrevocably acknowledges and all disputes which cannot be settled amicably consents that any legal action or proceeding brought with respect to this Agreement, including any action (at law of the obligations arising under or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall may be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in courts of the State of DelawareNew York, or, if neither County of such courts shall have jurisdiction, any other Delaware state court. Each New York or in the United Stales District Court for the Southern District of New York and each of the parties Parties hereby irrevocably submits to and accepts with regard to any such dispute action or proceeding, for itself and in respect of its property, generally and unconditionally, to the sole and non-exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party Party hereby further irrevocably waives any claim that any such courts lack jurisdiction over such Party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in any of the aforesaid courts, that any such court lacks jurisdiction over such Party. Each Party irrevocably consents to the service of process in any dispute in any of the aforesaid courts such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party party, at such party’s its address referred to for notices set forth in Section 3.210.5 hereof, such service to become effective ten (10) days after such mailing. Each party Party hereby irrevocably waives any objection to such service of process and unconditionally waives, further irrevocably waives and agrees not to assert as a defense, counterclaim plead or otherwise, claim in any action brought by or proceeding commenced hereunder or under any party with respect to this Agreement (i) other documents contemplated hereby that service of process was in any claim that it is way invalid or ineffective. The foregoing shall not personally subject to limit the jurisdiction rights of the aforesaid courts for any reason other than the failure Party to serve process in accordance with this Section 3.8; (ii) any claim that other manner permitted by applicable law. The foregoing consents to jurisdiction shall not constitute general consents to service of process in the State of New York for any purpose except as provided above and shall not be deemed to confer rights on any Person other than the respective Parties. Each of the Parties hereby waives any right it or its property is exempt or immune from may have under the jurisdiction laws of any such court or from jurisdiction to commence by publication any legal process commenced in such courts (whether through service action or proceeding with respect this Agreement. To the fullest extent permitted by applicable law, each of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any the Parties hereby irrevocably waives the objection which such party it may now or hereafter have (A) to the laying of the venue of any of the aforesaid actions suit, action or proceeding arising out of or relating to this Agreement in any of the courts referred to in this Section 13.8 and hereby further irrevocably waives and agrees not to plead or claim that any such court is not a convenient forum for any such suit, action or proceeding. The Parties agree that any judgment obtained by any Party or its successors or assigns in any action, suit or proceeding referred to above may, in the discretion of such Party (or its successors or assigns), be enforced in any jurisdiction, to the extent permitted by applicable law. The Parties agree that the remedy at law for any breach of this Agreement may be inadequate and that should any dispute arise concerning any matter hereunder, this Agreement shall be enforceable in a court of equity by an injunction or a decree of specific performance. Such remedies shall, however, be cumulative and nonexclusive, and shall be in addition to any other remedies which the Parties may have. Each Party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation as between the Parties directly or indirectly arising out of, under or in connection with this Agreement brought or the transactions contemplated hereby or disputes relating hereto. Each Party (i) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the courts referred event of litigation, seek to above; (B) that such action brought in any such court has been brought in an inconvenient forum enforce the foregoing waiver and (Cii) acknowledges that it and the other Parties have been induced to enter into this AgreementAgreement by, or among other things, the subject matter hereof or thereof, may not be enforced mutual waivers and certifications in or by such courtsthis Section 10.8.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any Each of the Parties hereby irrevocably acknowledges and all disputes which cannot be settled amicably consents that any legal action or proceeding brought with respect to this Agreement, including any action (at law of the obligations arising under or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall may be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in courts of the State of DelawareNew York, or, if neither or in the United States District Court for the Southern District of such courts shall have jurisdiction, any other Delaware state court. Each New York and each of the parties Parties hereby irrevocably submits to and accepts with regard to any such dispute action or proceeding, for itself and in respect of its property, generally and unconditionally, to the sole and non-exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party Party hereby further irrevocably waives any claim that any such courts lack jurisdiction over such Party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in any of the aforesaid courts, that any such court lacks jurisdiction over such Party. Each Party irrevocably consents to the service of process in any dispute in any of the aforesaid courts such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party Party, at its address for notices set forth in this Agreement, such party’s address referred service to in Section 3.2become effective ten (10) days after such mailing. Each party Party hereby irrevocably waives any objection to such service of process and unconditionally waives, further irrevocably waives and agrees not to assert as a defense, counterclaim plead or otherwise, claim in any action brought by or proceeding commenced hereunder or under any party with respect to this Agreement (i) other documents contemplated hereby that service of process was in any claim that it is way invalid or ineffective. The foregoing shall not personally subject to limit the jurisdiction rights of the aforesaid courts for any reason other than the failure Party to serve process in accordance with this Section 3.8; (ii) any claim that other manner permitted by applicable law. The foregoing consents to jurisdiction shall not constitute general consents to service of process in the State of New York for any purpose except as provided above and shall not be deemed to confer rights on any Person other than the respective Parties. Each of the Parties hereby waives any right it or its property is exempt or immune from may have under the jurisdiction laws of any such court or from jurisdiction to commence by publication any legal process commenced in such courts (whether through service action or proceeding with respect this Agreement. To the fullest extent permitted by applicable law, each of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any the Parties hereby irrevocably waives the objection which such party it may now or hereafter have (A) to the laying of the venue of any of the aforesaid actions suit, action or proceeding arising out of or relating to this Agreement in any of the courts referred to in this Section 4.9 and hereby further irrevocably waives and agrees not to plead or claim that any such court is not a convenient forum for any such suit, action or proceeding. The Parties agree that any judgment obtained by any Party or its successors or assigns in any action, suit or proceeding referred to above may, in the discretion of such Party (or its successors or assigns), be enforced in any jurisdiction, to the extent permitted by applicable law. The Parties agree that the remedy at law for any breach of this Agreement may be inadequate and that should any dispute arise concerning any matter hereunder, this Agreement shall be enforceable in a court of equity by an injunction or a decree of specific performance. Such remedies shall, however, be cumulative and nonexclusive, and shall be in addition to any other remedies which the Parties may have. Each Party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation as between the Parties directly or indirectly arising out of, under or in connection with this Agreement brought or the transactions contemplated hereby or disputes relating hereto. Each Party (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the courts referred event of litigation, seek to above; (B) that such action brought in any such court has been brought in an inconvenient forum enforce the foregoing waiver and (Cb) acknowledges that it and the other Parties have been induced to enter into this AgreementAgreement by, or among other things, the subject matter hereof or thereof, may not be enforced mutual waivers and certifications in or by such courtsthis Section 4.9.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any The parties irrevocably consent to the exclusive jurisdiction of the courts of the State of Delaware and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or of the federal courts sitting in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims the state of any party, arising out of, relating to or Delaware in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with action relating to this Agreement and each party agrees (i) to the rights and obligations arising hereunder or thereunder, or for recognition and enforcement extent such party is not otherwise subject to service of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process and notify the other parties hereto of the name and address of such agent, and (ii) that, to the fullest extent permitted by applicable law, service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (i) or (ii) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware. Any action against any party relating to the foregoing shall be brought in the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any action, to the exclusive jurisdiction of the Superior Court of the State of Delaware (Complex Commercial Division) or, if neither of such the subject matter jurisdiction over the action is vested exclusively in the federal courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to United States of America, the United States District Court for the District of Delaware), and any such dispute for itself and in respect appellate courts of its propertyany thereof. To the extent not prohibited by applicable law, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, hereto waives and agrees not to assert assert, by way of motion, as a defense, counterclaim defense or otherwise, in any action such proceeding brought by any party with respect to this Agreement (i) in the above-named courts, any claim that it such party is not subject personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim such courts, that it or its such party’s property is exempt or immune from the jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been proceeding is brought in an inconvenient forum and (C) forum, that the venue of such proceeding is improper, or that this Agreement, Agreement or the subject matter hereof or thereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement or any Series Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, proceeding or investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any Series Agreement or any matter arising out of or in connection with this Agreement or any Series Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement or any Series Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery CourtCourt of Chancery, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute arising out of or relating to this Agreement or any Series Agreement or any of the transactions contemplated by this Agreement or any Series Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.25 or Schedule A-1, as applicable. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement or any Series Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.824(a) and as otherwise permitted by law; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement or any Series Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreement or any Series Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any The parties hereby irrevocably and all disputes which cannot be settled amicably with unconditionally submit to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City in respect of any suit, action or proceeding arising out of or relating to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement other Loan Documents or any matter other action, proceeding or counterclaim between the Borrower and an Indemnified Person arising out of or in connection with this Agreement and relating to, the rights and obligations arising hereunder transactions contemplated hereby or thereunder, or for recognition and enforcement of any judgment thereby. The parties hereto irrevocably agree that all claims in respect of this Agreement any such suit, action or proceeding may be heard and determined in any such court. The parties hereto agree that service of any process, summons, notice or document by registered mail addressed to the rights and obligations arising hereunder or thereunder brought by a applicable party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Courteffective service of process against such party for any suit, action or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard proceeding relating to any such dispute for itself and in respect of its property, generally and unconditionallydispute. The parties hereto irrevocably waive, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated fullest extent permitted by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified maillaw, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party they may now or hereafter have (A) to the laying of the venue of any of the aforesaid actions arising out of or in connection with this Agreement such proceeding brought in the courts referred to above; (B) such a court and any claim that any such action proceeding brought in any such a court has been brought in an inconvenient forum and (C) that this Agreementforum. A final judgment in any such suit, action or the subject matter hereof or thereof, proceeding brought in any such court may not be enforced in any other courts to whose jurisdiction any party hereto is or may be subject by such courtssuit upon judgment. THE BORROWER, THE GUARANTORS, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto (ai) Any irrevocably and all disputes which cannot be settled amicably with respect unconditionally submits to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims the exclusive personal jurisdiction of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance Court of this Agreement or any matter arising out Chancery of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall that court does not have jurisdiction, a federal or state 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, (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court, (iii) 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 (iv) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other Delaware state court. Each party 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 of the parties hereby hereto irrevocably submits and unconditionally waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with regard respect thereto. Any party hereto may make service on another party by sending or delivering a copy of the process to any such dispute for itself the party to be served at the address and in respect the manner provided for the giving of its propertynotices in Section 9(e). Nothing in this Section 9(j), generally and unconditionallyhowever, shall affect the right of any party to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of serve legal process in any dispute in any of the aforesaid courts other manner permitted by the mailing of copies thereof by registered or certified maillaw. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, postage prepaidTO THE FULLEST EXTENT PERMITTED BY LAW, or by recognized overnight delivery serviceANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, to such party at such party’s address referred to in Section 3.2PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have EACH PARTY (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; MAKES THIS WAIVER VOLUNTARILY AND (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this AgreementACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, or the subject matter hereof or thereofAMONG OTHER THINGS, may not be enforced in or by such courtsTHE MUTUAL WAIVERS CONTAINED IN THIS SECTION 9(j).

Submission to Jurisdiction; Waiver of Jury Trial. Each Debtor hereby (ai) Any submits to the exclusive jurisdiction of the courts of the County of Los Angeles, State of California and all disputes which cannot be settled amicably with respect the federal courts of the United States sitting in the County of Los Angeles, State of California, for the purpose of any action or proceeding arising out of or relating to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary ii) agrees that all claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder any such action or thereunder brought by a party hereto or its successors or assigns, shall proceeding may be brought heard and determined exclusively in the Delaware Chancery Courtsuch courts, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to at the sole and exclusive personal jurisdiction option of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwiseAgent, in any action brought by any party with respect to this Agreement other court which has subject matter jurisdiction over the matter in controversy, (iiii) any claim that it is not personally subject irrevocably waives (to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iiiextent permitted by applicable law) any objection which such party may it now or hereafter may have (A) to the laying of venue of any such action or proceeding brought in any of the aforesaid actions arising out of or in connection with this Agreement brought in foregoing courts, and any objection on the courts referred to above; (B) ground that any such action brought or proceeding in any such court has been brought in an inconvenient forum forum, (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner permitted by such courtslaw, and (v) EACH DEBTOR HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH DEBTOR REPRESENTS THAT EACH SUCH PARTY HAS REVIEWED THIS WAIVER AND EACH SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or in equity)action, claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation suit or ancillary claims of any party, Proceeding arising out of, based upon or relating to this Agreement or the transactions contemplated hereby shall be brought solely in connection with the validityBankruptcy Court (or any court exercising appellate jurisdiction over the Bankruptcy Court). Each Party hereby irrevocably submits to the exclusive jurisdiction of the Bankruptcy Court (or any court exercising appellate jurisdiction over the Bankruptcy Court) in respect of any action, negotiationclaim, executionsuit or Proceeding arising out of, interpretation, performance based upon or non-performance of relating to this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunderhereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement action arising out of, based upon or any of the transactions contemplated by this Agreement related thereto in any court other than the aforesaid courtscourt. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party Party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement such action, claim, suit or Proceeding, (ia) any claim that it is not personally subject to the jurisdiction of the aforesaid above named courts for any reason other than the failure to serve process in accordance with this Section 3.8; 10.3, (iib) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the suit, action or Proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or Proceeding is improper or (iii) this Agreement or any objection which such party may now other agreement or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of instrument contemplated hereby or entered into in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreementherewith, or the subject matter hereof or thereof, may not be enforced in or by such courts. Each Party agrees that notice or the service of process in any action, claim, suit or Proceeding arising out of, based upon or relating to this Agreement or any of the rights and obligations arising hereunder or thereunder, shall be properly served or delivered if delivered in the manner contemplated by Section 10.3.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any Commercial Obligations and all disputes which cannot be settled amicably with respect Immunity. Each Transaction Party hereby submits to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any partyNew York State court sitting in Manhattan for the purposes of all suits, arising out of, relating to actions or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter proceedings arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courtshereby. Each party Transaction Party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery servicewaives, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waivesthe fullest extent permitted by law, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party it may now or hereafter have (A) to the laying of the venue of any of the aforesaid actions arising out of such suit, action or in connection with this Agreement proceeding brought in the courts referred to above; (B) such a court and any claim that any such suit, action or proceeding brought in any such a court has been brought in an inconvenient forum and (C) forum. EACH TRANSACTION PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. To the extent that any Transaction Party may now or hereafter be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to this Agreement, to claim for itself or its property, assets or revenues any immunity (whether by reason of sovereignty or otherwise) from suit, jurisdiction of any court, attachment prior to judgment, setoff, execution of a judgment or from any other legal process or remedy, and to the subject matter hereof extent that there may be attributed to any Transaction Party such an immunity (whether or thereofnot claimed), may such Transaction Party hereby irrevocably agrees as to itself not be enforced in or by to claim and hereby irrevocably waives such courtsimmunity.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, proceeding or investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunderhereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder hereunder, brought by any Person that is a party hereto to or its is otherwise bound by this Agreement or such Person’s successors or permitted assigns, shall be brought and determined exclusively in the Delaware Court of Chancery Courtof the State of Delaware, or or, if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of To the parties fullest extent permitted by applicable Law, each Person that is a party to or is otherwise bound by this Agreement hereby (i) irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of the transactions contemplated by or in connection with this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgement in respect of this Agreement and the rights and obligations arising hereunder, in any court other than the aforesaid courts. Each party , (ii) irrevocably consents to service of process in any such dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby 12.02 and (iii) irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement such dispute (iA) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; 11.10, (iiB) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) or (iiiC) any objection which such party may now or hereafter have (Ax) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement such dispute brought in the courts referred to above; , (By) that such action brought in any such court has been brought in an inconvenient forum and (Cz) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including including, without limitation, any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties (ai) Any irrevocably and all disputes which cannot be settled amicably with respect unconditionally submits to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims the exclusive personal jurisdiction of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance Court of this Agreement or any matter arising out Chancery of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall 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, (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court, (iii) 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 (iv) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other Delaware state court. Each party 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 of the parties hereby hereto irrevocably submits and unconditionally waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with regard respect thereto. Any party hereto may make service on another party by sending or delivering a copy of the process to any such dispute for itself the party to be served at the address and in respect the manner provided for the giving of its propertynotices in Section 5.1. Nothing in this Section 5.6, generally and unconditionallyhowever, shall affect the right of any party to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of serve legal process in any dispute in any of the aforesaid courts other manner permitted by the mailing of copies thereof by registered or certified maillaw. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courtsEACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING CONTEMPLATED HEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, proceeding or investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.212.02. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.811.10; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this AgreementAgreement brought by any party or its Affiliates against any other party or its Affiliates (whether in contract or tort, including any action (at in law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder granted by statute or thereunder brought by a party hereto or its successors or assigns, otherwise) shall be brought and determined exclusively in the Delaware Court of Chancery Courtof the State of Delaware, provided that, if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or if such court shall not have jurisdiction, proceeding may be brought in any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any the jurisdiction of such dispute courts for itself and in with respect of to its property, generally and unconditionally, with regard to the sole and exclusive personal jurisdiction any such action or proceeding arising out of the aforesaid courts and agrees that it will not bring any dispute or relating to this Agreement or any of and the transactions contemplated by this Agreement hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court other than the aforesaid courtsof competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each party irrevocably consents to of the parties further agrees that notice as provided herein shall constitute sufficient service of process in and the parties further waive any dispute in any argument that such service is insufficient. Each of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action brought by any party with respect or proceeding 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 aforesaid courts in Delaware as described herein for any reason other than the failure to serve process in accordance with this Section 3.8; reason, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or ) and (iii) any objection which such party may now or hereafter have that (A) to the laying of venue of any of the aforesaid actions arising out of suit, action or in connection with this Agreement brought in the courts referred to above; (B) that such action brought proceeding in any such court has been is brought in an inconvenient forum and forum, (B) the venue of such suit, action or proceeding is improper or (C) that this Agreement, or the subject matter hereof or thereofhereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreementamicably, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or (including the validity, scope and enforceability of this arbitration provision as well as any matter and all disputes arising out of of, relating to or in connection with the termination, liquidation or winding up of the Partnership), whether arising during the existence of the Partnership or at or after its termination or during or after the liquidation or winding up of the Partnership, shall be finally settled by arbitration conducted by a single arbitrator in New York, New York U.S.A., in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the dispute fail to agree on the selection of an arbitrator within 30 days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. Performance under this Agreement and shall continue if reasonably possible during any arbitration proceedings. (b) Notwithstanding the rights and obligations arising hereunder or thereunderprovisions of paragraph (a), the General Partner may bring, or may cause the Partnership to bring, on behalf of the General Partner or the Partnership or on behalf of one or more Partners, an action or special proceeding in any court of competent jurisdiction for recognition and enforcement the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Partner (i) expressly consents to the application of paragraph (c) of this Section 10.1 to any judgment in respect such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if General Partner as such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute Partner’s agent for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in connection with any dispute in any of the aforesaid courts by the mailing of copies thereof by registered such action or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, proceeding and agrees not to assert as a defensethat service of process upon any such agent, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction who shall promptly advise such Partner of any such court or from any legal process commenced in such courts (whether through service of noticeprocess, attachment prior to judgment, attachment shall be deemed in aid every respect effective service of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to process upon the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought Partner in any such court has been brought in an inconvenient forum and (C) that this Agreement, action or the subject matter hereof or thereof, may not be enforced in or by such courtsproceeding.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, proceeding or investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or a written notice of Exchange or any matter arising out of or in connection with this Agreement or a written notice of Exchange and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement or written notice of Exchange and the rights and obligations arising hereunder or thereunder thereunder, brought by a party hereto or its successors or permitted assigns, shall be brought and determined exclusively in the Delaware Chancery CourtCourt of the State of Delaware, or or, if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each To the fullest extent permitted by applicable law, each of the parties hereby (i) irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or a written notice of Exchange or any matter arising out of the transactions contemplated by or in connection with this Agreement or a written notice of Exchange and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgement in respect of this Agreement or a written notice of Exchange and the rights and obligations arising hereunder or thereunder, in any court other than the aforesaid courts. Each party , (ii) irrevocably consents to service of process in any such dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby , and (iii) irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement such dispute, (iA) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; , (iiB) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); , or (iiiC) any objection which such party may now or hereafter have (Ax) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement such dispute brought in the courts referred to above; , (By) that such action brought in any such court has been brought in an inconvenient forum and (Cz) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any Each of the Parties hereby irrevocably acknowledges and all disputes which cannot be settled amicably consents that any legal action or proceeding brought with respect to this Agreement, including any action (at law of the obligations arising under or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall may be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in courts of the State of DelawareNew York, or, if neither or in the United States District Court for the Southern District of such courts shall have jurisdiction, any other Delaware state court. Each New York and each of the parties Parties hereby irrevocably submits to and accepts with regard to any such dispute action or proceeding, for itself and in respect of its property, generally and unconditionally, to the sole and non-exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party Party hereby further irrevocably waives any claim that any such courts lack jurisdiction over such Party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in any of the aforesaid courts, that any such court lacks jurisdiction over such Party. Each Party irrevocably consents to the service of process in any dispute in any of the aforesaid courts such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party party, at its address for notices set forth in this Agreement, such party’s address referred service to in Section 3.2become effective ten (10) days after such mailing. Each party Party hereby irrevocably waives any objection to such service of process and unconditionally waives, further irrevocably waives and agrees not to assert as a defense, counterclaim plead or otherwise, claim in any action brought by or proceeding commenced hereunder or under any party with respect to this Agreement (i) other documents contemplated hereby that service of process was in any claim that it is way invalid or ineffective. The foregoing shall not personally subject to limit the jurisdiction rights of the aforesaid courts for any reason other than the failure Party to serve process in accordance with this Section 3.8; (ii) any claim that other manner permitted by applicable law. The foregoing consents to jurisdiction shall not constitute general consents to service of process in the State of New York for any purpose except as provided above and shall not be deemed to confer rights on any Person other than the respective Parties. Each of the Parties hereby waives any right it or its property is exempt or immune from may have under the jurisdiction laws of any such court or from jurisdiction to commence by publication any legal process commenced in such courts (whether through service action or proceeding with respect this Agreement. To the fullest extent permitted by applicable law, each of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any the Parties hereby irrevocably waives the objection which such party it may now or hereafter have (A) to the laying of the venue of any of the aforesaid actions suit, action or proceeding arising out of or relating to this Agreement in any of the courts referred to in this Section 5.7 and hereby further irrevocably waives and agrees not to plead or claim that any such court is not a convenient forum for any such suit, action or proceeding. The Parties agree that any judgment obtained by any Party or its successors or assigns in any action, suit or proceeding referred to above may, in the discretion of such Party (or its successors or assigns), be enforced in any jurisdiction, to the extent permitted by applicable law. The Parties agree that the remedy at law for any breach of this Agreement may be inadequate and that should any dispute arise concerning any matter hereunder, this Agreement shall be enforceable in a court of equity by an injunction or a decree of specific performance. Such remedies shall, however, be cumulative and nonexclusive, and shall be in addition to any other remedies which the Parties may have. Each Party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation as between the Parties directly or indirectly arising out of, under or in connection with this Agreement brought or the transactions contemplated hereby or disputes relating hereto. Each Party (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the courts referred event of litigation, seek to above; (B) that such action brought in any such court has been brought in an inconvenient forum enforce the foregoing waiver and (Cb) acknowledges that it and the other Parties have been induced to enter into this AgreementAgreement by, or among other things, the subject matter hereof or thereof, may not be enforced mutual waivers and certifications in or by such courtsthis Section 5.7.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this AgreementThe Company, including any action (at law or in equity)the Ordinary Investor, claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement Management Shareholders and the rights Investors hereby submit to the jurisdiction of the state and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court courts located in within the State of Delaware, or, if neither New York for purposes of such courts shall have jurisdiction, all legal proceedings which may arise hereunder or under any other Delaware state court. Each of the parties hereby other documents entered into in connection herewith. The Company, the Ordinary Investor, the Management Shareholders and the Investors irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionallywaive, to the sole and exclusive personal jurisdiction fullest extent permitted by law, any objection which it may have or hereafter have to the laying of the aforesaid courts venue of any such proceeding brought in such a court and agrees any claim that it will not bring any dispute relating such proceeding brought in such a court has been brought in an inconvenient forum. The Company, the Ordinary Investor, the Management Shareholders and the Investors hereby consent to this Agreement or any of the transactions contemplated by this Agreement process being served in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts such proceeding by the mailing of copies a copy thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s its address referred to specified in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim 11.1 or otherwise, in any action brought other manner permitted by any party with respect to this Agreement law. THE COMPANY, THE ORDINARY INVESTOR, THE MANAGEMENT SHAREHOLDERS AND THE INVESTORS HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER DOCUMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, OR STATEMENTS (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of noticeWHETHER VERBAL OR WRITTEN), attachment prior to judgmentOF THE COMPANY, attachment in aid of execution of judgmentTHE ORDINARY INVESTOR, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courtsTHE MANAGEMENT SHAREHOLDERS AND THE INVESTORS.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any The Borrower and each Guarantor hereby submits to the exclusive jurisdiction of the United States District Court for the Northern District of Illinois and of any Illinois State court sitting in the City of Chicago for purposes of all disputes which cannot be settled amicably with respect legal proceedings arising out of or relating to this Agreement, including the other Credit Documents or the transactions contemplated hereby or thereby. The Borrower and each Guarantor irrevocably waives, to the fullest extent permitted by law, any action (at law objection which it may now or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims hereafter have to the laying of the venue of any partysuch proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Borrower, arising out ofeach Guarantor, relating the Administrative Agent, the L/C Issuer and each Lender hereby irrevocably waives any and all right to or trial by jury in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter legal proceeding arising out of or in connection with this Agreement relating to any Credit Document or the transactions contemplated thereby. The Borrower and each Guarantor (other than the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties Parent) hereby irrevocably submits with regard designates, appoints and empowers the Parent as its designee, appointee and agent to any such dispute receive, accept and acknowledge for itself and on its behalf, and in respect of its property, generally service of any and unconditionallyall legal process, to the sole summons, notices and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement documents which may be served in any court such action or proceeding. If for any reason the Parent shall cease to be available to act as such, the Borrower and each Guarantor (other than the aforesaid courtsParent) agrees to designate a new designee, appointee and agent in Chicago, Illinois on the terms and for the purposes of this provision satisfactory to the Administrative Agent under this Agreement. Each party The Borrower and each Guarantor hereby irrevocably consents waives any objection to such service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby and further irrevocably and unconditionally waives, waives and agrees not to assert as a defense, counterclaim plead or otherwise, claim in any action brought by or proceeding commenced hereunder or under any party with respect to this Agreement (i) other Credit Document that service of process was in any claim that it is not personally subject to way invalid or ineffective. Nothing herein shall affect the jurisdiction right of the aforesaid courts for Administrative Agent, the L/C Issuer, any reason other than Lender or the failure holder of any Obligation to serve process in accordance with this Section 3.8; (ii) any claim that it other manner permitted by law or its property is exempt to commence legal proceedings or immune from otherwise proceed against the jurisdiction of Borrower or 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); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought Guarantor in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courtsother jurisdiction.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any The Borrower and each Guarantor hereby submits to the exclusive jurisdiction of the United States District Court for the Northern District of Illinois and of any Illinois State court sitting in the City of Chicago for purposes of all disputes which cannot be settled amicably with respect legal proceedings arising out of or relating to this Agreement, including the other Credit Documents or the transactions contemplated hereby or thereby. The Borrower and each Guarantor irrevocably waives, to the fullest extent permitted by law, any action (at law objection which it may now or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims hereafter have to the laying of the venue of any partysuch proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Borrower, arising out ofeach Guarantor, relating the Administrative Agent, each L/C Issuer and each Lender hereby irrevocably waives any and all right to or trial by jury in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter legal proceeding arising out of or in connection with this Agreement relating to any Credit Document or the transactions contemplated thereby. The Borrower and each Guarantor (other than the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties Parent) hereby irrevocably submits with regard designates, appoints and empowers the Parent as its designee, appointee and agent to any such dispute receive, accept and acknowledge for itself and on its behalf, and in respect of its property, generally service of any and unconditionallyall legal process, to the sole summons, notices and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement documents which may be served in any court such action or proceeding. If for any reason the Parent shall cease to be available to act as such, the Borrower and each Guarantor (other than the aforesaid courtsParent) agrees to designate a new designee, appointee and agent in Chicago, Illinois on the terms and for the purposes of this provision satisfactory to the Administrative Agent under this Agreement. Each party The Borrower and each Guarantor hereby irrevocably consents waives any objection to such service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby and further irrevocably and unconditionally waives, waives and agrees not to assert as a defense, counterclaim plead or otherwise, claim in any action brought by or proceeding commenced hereunder or under any party with respect to this Agreement (i) other Credit Document that service of process was in any claim that it is not personally subject to way invalid or ineffective. Nothing herein shall affect the jurisdiction right of the aforesaid courts for Administrative Agent, any reason other than L/C Issuer, any Lender or the failure holder of any Obligation to serve process in accordance with this Section 3.8; (ii) any claim that it other manner permitted by law or its property is exempt to commence legal proceedings or immune from otherwise proceed against the jurisdiction of Borrower or 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); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought Guarantor in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courtsother jurisdiction. Section 12.21.

Submission to Jurisdiction; Waiver of Jury Trial. Subject to any provision of the Certificate of Incorporation of GreenSky requiring arbitration of claims, each party hereto irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (aunless the Federal courts have exclusive jurisdiction over the matter, in which case the United Stated District for the District of Delaware) Any and all disputes which cannot be settled amicably with respect to for the purposes of any legal proceeding arising out of this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement hereby, and agrees to commence any such legal proceeding only in any court other than the aforesaid such courts. Each party irrevocably consents hereto further agrees that service of any process, summons, notice or document by United States registered mail to such party’s respective address set forth herein shall be effective service of process in for any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2legal proceeding. Each party hereby hereto irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) waives any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising action, suit, hearing, claim, lawsuit, litigation, investigation, arbitration or proceeding out of or in connection with this Agreement brought or the transactions contemplated hereby in the courts referred such courts, and hereby irrevocably and unconditionally waives and agrees not to above; (B) plead or claim in any such court that any such action legal proceeding brought in any such court has been brought in an inconvenient forum and forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING OR COUNTERCLAIM (CWHETHER AT LAW, IN EQUITY, BASED ON CONTRACT, TORT OR OTHERWISE) that this AgreementARISING OUT OF OR RELATING TO THIS AGREEMENT, or the subject matter hereof or thereofTHE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, may not be enforced in or by such courtsADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including Each of the parties irrevocably agrees that any legal action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter proceeding arising out of or in connection with relating to this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a any other party hereto or its successors or assigns, assigns shall be brought and determined exclusively in the Court of Chancery of the State of Delaware Chancery Court, or if such court shall not have jurisdiction, in any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each and each of the parties hereby irrevocably submits with regard to any such dispute the exclusive jurisdiction of the aforesaid courts for itself and in with respect of to its property, generally and unconditionally, with regard to the sole and exclusive personal jurisdiction any such action or proceeding arising out of the aforesaid courts and agrees that it will not bring any dispute or relating to this Agreement or any of and the transactions contemplated by hereby; provided that, notwithstanding the foregoing, each parties hereto agrees that any legal action or proceeding against the Debt Financing Sources shall be brought exclusively in the United States District Court of the Southern District of New York or any New York State court sitting in the Borough of Manhattan in New York City, 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 this Agreement shall be deemed to have arisen from a transaction of business in any court other than the aforesaid courts. Each party State of New York, and each of the parties hereby irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the exclusive jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service and of noticethe appropriate appellate courts therefrom) in any such suit, attachment prior action or proceeding and irrevocably waives, to judgmentthe fullest extent permitted by law, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party that it may now or hereafter have (A) to the laying of the venue of any of the aforesaid actions arising out of such suit, action or proceeding in connection with this Agreement brought in the courts referred to above; (B) any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and (C) that forum. Each of the parties to this AgreementAgreement hereby irrevocably waives, to the fullest extent permitted under Law, all right to a trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or the subject matter hereof or thereof, may not be enforced in or by such courtstransactions contemplated hereby (including the Debt Financing).

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any The Borrower and each Guarantor hereby submits to the nonexclusive jurisdiction of the United States District Court for the Northern District of Illinois and of any Illinois State court sitting in the City of Chicago for purposes of all disputes which cannot be settled amicably with respect legal proceedings arising out of or relating to this Agreement, including the other Credit Documents or the transactions contemplated hereby or thereby. The Borrower and each Guarantor irrevocably waives, to the fullest extent permitted by law, any action (at law objection which it may now or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims hereafter have to the laying of the venue of any partysuch proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. THE BORROWER, arising out ofEACH GUARANTOR, relating to or in connection with THE ADMINISTRATIVE AGENT, THE L/C ISSUER AND EACH BANK HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY. The Borrower and each Guarantor (other than the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties Parent) hereby irrevocably submits with regard designates, appoints and empowers the Parent as its designee, appointee and agent to any such dispute receive, accept and acknowledge for itself and on its behalf, and in respect of its property, generally service of any and unconditionallyall legal process, to the sole summons, notices and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement documents which may be served in any court such action or proceeding. If for any reason the Parent shall cease to be available to act as such, the Borrower and each Guarantor (other than the aforesaid courtsParent) agrees to designate a new designee, appointee and agent in Chicago, Illinois on the terms and for the purposes of this provision satisfactory to the Administrative Agent under this Agreement. Each party The Borrower and each Guarantor hereby irrevocably consents waives any objection to such service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby and further irrevocably and unconditionally waives, waives and agrees not to assert as a defense, counterclaim plead or otherwise, claim in any action brought by or proceeding commenced hereunder or under any party with respect to this Agreement (i) other Credit Document that service of process was in any claim that it is not personally subject to way invalid or ineffective. Nothing herein shall affect the jurisdiction right of the aforesaid courts for Administrative Agent, the L/C Issuer, any reason other than Bank or the failure holder of any Obligation to serve process in accordance with this Section 3.8; (ii) any claim that it other manner permitted by law or its property is exempt to commence legal proceedings or immune from otherwise proceed against the jurisdiction of Borrower or 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); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought Guarantor in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courtsother jurisdiction.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any Subject to Section 6.17 hereof, each of the Parties hereby irrevocably acknowledges and all disputes which cannot be settled amicably consents that any legal action or proceeding brought with respect to this Agreement, including any action (at law of the obligations arising under or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall may be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in courts of the State of DelawareNew York, or, if neither County of such courts shall have jurisdiction, any other Delaware state court. Each New York or in the United Stales District Court for the Southern District of New York and each of the parties Parties hereby irrevocably submits to and accepts with regard to any such dispute action or proceeding, for itself and in respect of its property, generally and unconditionally, to the sole and non-exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party Party hereby further irrevocably waives any claim that any such courts lack jurisdiction over such Party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in any of the aforesaid courts, that any such court lacks jurisdiction over such Party. Each Party irrevocably consents to the service of process in any dispute in any of the aforesaid courts such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party party, at such party’s its address referred to for notices set forth in Section 3.26.3 hereof, such service to become effective ten (10) days after such mailing. Each party Party hereby irrevocably waives any objection to such service of process and unconditionally waives, further irrevocably waives and agrees not to assert as a defense, counterclaim plead or otherwise, claim in any action brought by or proceeding commenced hereunder or under any party with respect to this Agreement (i) other documents contemplated hereby that service of process was in any claim that it is way invalid or ineffective. The foregoing shall not personally subject to limit the jurisdiction rights of the aforesaid courts for any reason other than the failure Party to serve process in accordance with this Section 3.8; (ii) any claim that other manner permitted by applicable law. The foregoing consents to jurisdiction shall not constitute general consents to service of process in the State of New York for any purpose except as provided above and shall not be deemed to confer rights on any Person other than the respective Parties. Each of the Parties hereby waives any right it or its property is exempt or immune from may have under the jurisdiction laws of any such court or from jurisdiction to commence by publication any legal process commenced in such courts (whether through service action or proceeding with respect this Agreement. To the fullest extent permitted by applicable law, each of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any the Parties hereby irrevocably waives the objection which such party it may now or hereafter have (A) to the laying of the venue of any of the aforesaid actions suit, action or proceeding arising out of or relating to this Agreement in any of the courts referred to in this Section 6.6 and hereby further irrevocably waives and agrees not to plead or claim that any such court is not a convenient forum for any such suit, action or proceeding. The Parties agree that any judgment obtained by any Party or its successors or assigns in any action, suit or proceeding referred to above may, in the discretion of such Party (or its successors or assigns), be enforced in any jurisdiction, to the extent permitted by applicable law. The Parties agree that the remedy at law for any breach of this Agreement may be inadequate and that should any dispute arise concerning any matter hereunder, this Agreement shall be enforceable in a court of equity by an injunction or a decree of specific performance. Such remedies shall, however, be cumulative and nonexclusive, and shall be in addition to any other remedies which the Parties may have. Each Party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation as between the Parties directly or indirectly arising out of, under or in connection with this Agreement brought or the transactions contemplated hereby or disputes relating hereto. Each Party (i) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the courts referred event of litigation, seek to above; (B) that such action brought in any such court has been brought in an inconvenient forum enforce the foregoing waiver and (Cii) acknowledges that it and the other Parties have been induced to enter into this AgreementAgreement by, or among other things, the subject matter hereof or thereof, may not be enforced mutual waivers and certifications in or by such courtsthis Section 6.6.

Submission to Jurisdiction; Waiver of Jury Trial. Subject to any provision of the Certificate of Incorporation of Caliburn requiring arbitration of claims, each party hereto irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (aunless the Federal courts have exclusive jurisdiction over the matter, in which case the United Stated District for the District of Delaware) Any and all disputes which cannot be settled amicably with respect to for the purposes of any legal proceeding arising out of this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement hereby, and agrees to commence any such legal proceeding only in any court other than the aforesaid such courts. Each party irrevocably consents hereto further agrees that service of any process, summons, notice or document by United States registered mail to such party’s respective address set forth herein shall be effective service of process in for any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2legal proceeding. Each party hereby hereto irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) waives any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising action, suit, hearing, claim, lawsuit, litigation, investigation, arbitration or proceeding out of or in connection with this Agreement brought or the transactions contemplated hereby in the courts referred such courts, and hereby irrevocably and unconditionally waives and agrees not to above; (B) plead or claim in any such court that any such action legal proceeding brought in any such court has been brought in an inconvenient forum and forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING OR COUNTERCLAIM (CWHETHER AT LAW, IN EQUITY, BASED ON CONTRACT, TORT OR OTHERWISE) that this AgreementARISING OUT OF OR RELATING TO THIS AGREEMENT, or the subject matter hereof or thereofTHE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, may not be enforced in or by such courtsADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, proceeding or investigation or ancillary claims of any partyParty, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto Party or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties Parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party Party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party Party at such partyParty’s address referred to in Section 3.2. Annex I. Each party Party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party Party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.86.6(a); (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party Party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or in equity)action, claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation suit or ancillary claims of any party, Proceeding arising out of, based upon or relating to this Agreement or the transactions contemplated hereby shall be brought solely in connection with the validityBankruptcy Court (or any court exercising appellate jurisdiction over the Bankruptcy Court). Each Party hereby irrevocably submits to the exclusive jurisdiction of the Bankruptcy Court (or any court exercising appellate jurisdiction over the Bankruptcy Court) in respect of any action, negotiationclaim, executionsuit or Proceeding arising out of, interpretation, performance based upon or non-performance of relating to this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunderhereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement action arising out of, based upon or any of the transactions contemplated by this Agreement related thereto in any court other than the aforesaid courtscourt. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party Party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement such action, claim, suit or Proceeding, (ia) any claim that it is not personally subject to the jurisdiction of the aforesaid above named courts for any reason other than the failure to serve process in accordance with this Section 3.8; 10.3, (iib) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the suit, action or Proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or Proceeding is improper or (iii) this Agreement or any objection which such party may now other agreement or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of instrument contemplated hereby or entered into in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreementherewith, or the subject matter hereof or thereof, may not be enforced in or by such courts. Each Party agrees that notice or the service of process in any action, claim, suit or Proceeding arising out of, based upon or relating to this Agreement or any of the rights and obligations arising hereunder or thereunder, shall be properly served or delivered if delivered in the manner contemplated by Section 10.3.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including Each Party agrees that it shall bring any action (at law or proceeding in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims respect of any partyquestions, arising out ofclaims, relating to disputes, remedies or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter Damages arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating related to this Agreement or the Related Agreements or the transactions contained in or contemplated hereby or thereby exclusively in the United States District Court for the Southern District of New York or any New York State court sitting in New York County (the “Chosen Courts”), and, solely in connection with claims arising under this 77 Agreement or the Related Agreements or the transactions that are the subject hereof and thereof (i) irrevocably submits to the exclusive jurisdiction of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mailChosen Courts, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, (ii) waives and agrees not to assert as a defense, counterclaim or otherwise, any objection to laying venue in any such action brought or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (iv) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.4 and (v) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdictions by suit on the judgment or in any party with respect to this Agreement (i) any claim that it is other manner provided by applicable Legal Requirements. This Section 10.5 shall not personally subject to limit the jurisdiction of the aforesaid courts Accounting Expert set forth in Section 2.10(c), although claims may be asserted in the Chosen Courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from purposes of enforcing the 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); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any and judgments of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this AgreementAccounting Expert. EACH PARTY HERETO IRREVOCABLY WAIVES, or the subject matter hereof or thereofTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, may not be enforced in or by such courtsANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any Other than as provided in the dispute resolution provisions of Section 1.4 hereof and all disputes which cannot be settled amicably with respect to this Section 4.3 of the Contingent Purchase Price Note Agreement, including any action (at law or each party submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York sitting in equity)the City of New York, claimthe Borough of Manhattan, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims for purposes of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter legal proceeding arising out of or in connection with relating to this Agreement and the rights and obligations arising hereunder or thereunderAgreement; provided that, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have refuses to so accept or exercise jurisdiction, any federal court located in the Parties shall submit to the nonexclusive jurisdiction of the Supreme Court of the State of DelawareNew York sitting in the City of New York, or, if neither the Borough of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courtsManhattan. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery servicewaives, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waivesthe fullest extent permitted by law, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party it may now or hereafter have (A) to the laying of the venue of any of the aforesaid actions arising out of or in connection with this Agreement such proceeding brought in the courts referred to above; (B) such a court and any claim that any such action proceeding brought in any such a court has been brought in an inconvenient forum and (C) that forum. Each party hereby consents to process being served in any action with respect to this Agreement, or any document delivered pursuant hereto, by the subject matter hereof means specified in Section 7.3 to its respective address specified at the time for notices under this Agreement or thereof, may not be enforced in or by such courtsto any other address of which it shall have given written notice to the other party. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY HEREBY ACKNOWLEDGES THAT SUCH WAIVER IS MADE WITH FULL UNDERSTANDING AND KNOWLEDGE OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF COLORADO AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED WITHIN THE STATE OF COLORADO, solely with respect to the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, including and in respect of the transactions contemplated hereIN and thereIN, and hereby waive, and agree not to assert, as a defense in any action (at law action, suit or proceedings for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation sUCH courts or ancillary claims of any party, arising out of, relating to that venue thereof may not be appropriate or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of that this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a COLORADO State or Federal court. as to such matters, the parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in such manner as may be permitted by Applicable Law shall be valid and sufficient service thereof. With respect to any particular action, suit or proceeding, venue shall lie in the State of COLORADO. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH ANY MATTER WHICH IS THE SUBJECT OF THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties Company and the Purchasers hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in the City of New York for purposes of all legal proceedings which may arise hereunder or under any other Transaction Documents. The Company irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionallywaives, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated fullest extent permitted by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified maillaw, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party it may now have or hereafter have (A) to the laying of the venue of any of the aforesaid actions arising out of or in connection with this Agreement such proceeding brought in the courts referred to above; (B) such a court and any claim that any such action proceeding brought in any such a court has been brought in an inconvenient forum forum. The Company hereby consents to process being served in any such proceeding by the mailing of a copy thereof by registered certified mail, postage prepaid, to its address specified in Section 11.1 or in any other manner permitted by law. THE COMPANY AND THE PURCHASERS (AND ANY PERSON CLAIMING THROUGH THEM OR PURSUANT TO THIS AGREEMENT) HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OF THE PURCHASER OR THE COMPANY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PURCHASER'S ENTERING INTO THIS AGREEMENT. The Company hereby irrevocably designates CT Corporation, 1633 Xxxxxxxx, Xxx Xxxx, XX 00000, xx the designee, appointee and (C) agent of the Company to receive, for and on behalf of the Company, service of process in such jurisdiction in any legal action or proceeding with respect to this Agreement or any other Investment Agreement. It is expected that this Agreementa copy of such process served on such agent will be promptly forwarded by mail to the Company at its address set forth in Section 11.1, or but the subject matter hereof or thereof, may failure of the Company to receive such copy shall not be enforced affect in or by any way the service of such courts.process. The Company further irrevocably consents to the service of process of any

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including including, without limitation, any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section ‎Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section ‎Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Waiver of Jury Trial. (ai) Any and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereto hereby irrevocably acknowledges and consents that any legal action or proceeding brought with respect to any of the obligations arising under or relating to this Agreement may be brought in the courts of the State of New York, County of New York or in the United States District Court for the Southern District of New York and each of the parties hereto hereby irrevocably submits to and accepts with regard to any such dispute action or proceeding, for itself and in respect of its property, generally and unconditionally, to the sole and non-exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each party irrevocably consents to the service of process in any dispute in any of the aforesaid courts such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party party, at such party’s its address referred to for notices set forth in Section 3.29(h) such service to become effective ten (10) days after such mailing. Each party hereby irrevocably waives any objection to such service of process and unconditionally waives, further irrevocably waives and agrees not to assert as a defense, counterclaim plead or otherwise, claim in any action brought by or proceeding commenced hereunder or under any other documents contemplated hereby that service of process was in any way invalid or ineffective. Subject to Section 9(j)(i) the foregoing shall not limit the rights of any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the other manner permitted by law. The foregoing consents to jurisdiction of any such court or from any legal process commenced in such courts (whether through shall not constitute general consents to service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought process in the courts referred State of New York for any purpose except as provided above and shall not be deemed to above; (B) that such action brought in confer rights on any such court has been brought in an inconvenient forum and (C) that Person other than the respective parties to this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any This Agreement shall be governed by, and all disputes which cannot be settled amicably construed in accordance with, the laws of the State of Delaware; provided, however, that with respect to this AgreementCollateral, including any action (at law or if any, located in equity)the State of New York, claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims the laws of any party, arising out of, relating the State of New York shall govern the perfection and priority of security interests in such Collateral. To induce Secured Party to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of enter into this Agreement and to induce Secured Party to make the Loan, Pledgor hereby irrevocably agrees that, to the extent permitted by applicable law, subject to Secured Party's sole and absolute election, all actions or any matter arising proceedings that arise out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively litigated in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in courts within the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties Pledgor hereby irrevocably submits with regard consents to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any state or federal court other than located within the aforesaid courtsState of Delaware. Each party irrevocably consents To the extent permitted under applicable law, Pledgor hereby waives any right it may have to service transfer or change the venue of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably litigation between Pledgor and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process Secured Party in accordance with this paragraph. EACH OF PLEDGOR AND SECURED PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH IN ANY MANNER ARISES OUT OF OR IN CONNECTION WITH OR IS IN ANY WAY RELATED TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN. The provisions of this Section 3.8; (ii) any claim 14 are a material inducement for Secured Party's entering into the Loan and the transactions contemplated herein. Pledgor hereby acknowledges that it or has reviewed the provisions of this Section 14 with its property is exempt or immune from the 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); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courtsindependent counsel.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreementamicably, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or (including the validity, scope and enforceability of this arbitration provision as well as any matter and all disputes arising out of of, relating to or in connection with the termination, winding up or dissolution of the Company), whether arising during the existence of the Company or at or after its dissolution or during or after the termination of the Company shall be finally settled by arbitration conducted by a single arbitrator in New York, New York U.S.A. in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. Performance under this Agreement and shall continue if reasonably possible during any arbitration proceedings. Notwithstanding the rights and obligations arising hereunder or thereunderprovisions of paragraph (a), the Managing Member may bring, or may cause the Company to bring, on behalf of the Managing Member or the Company or on behalf of one or more Members, an action or special proceeding in any court of competent jurisdiction for recognition and enforcement the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Member (i) expressly consents to the application of paragraph (c) of this Section 10.1 to any judgment in respect such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if Managing Member as such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute Member’s agent for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in connection with any dispute in any of the aforesaid courts by the mailing of copies thereof by registered such action or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, proceeding and agrees not to assert as a defensethat service of process upon any such agent, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction who shall promptly advise such Member of any such court or from any legal process commenced in such courts (whether through service of noticeprocess, attachment prior to judgment, attachment shall be deemed in aid every respect effective service of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to process upon the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought Member in any such court has been brought in an inconvenient forum and (C) that this Agreement, action or the subject matter hereof or thereof, may not be enforced in or by such courtsproceeding.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any The parties hereby irrevocably and all disputes which cannot be settled amicably with unconditionally submit to the exclusive jurisdiction of any New York State court or Federalfederal court of the United States of America sitting in the Borough of Manhattan in New York City in respect of any suit, action or proceeding arising out of or relating to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement other Loan Documents or any matter other action, proceeding or counterclaim between the Borrower and an Indemnified Person arising out of or in connection with this Agreement and relating to, the rights and obligations arising hereunder transactions contemplated hereby or thereunder, or for recognition and enforcement of any judgment thereby. The parties hereto irrevocably agree that all claims in respect of this Agreement any such suit, action or proceeding may be heard and determined in any such court. The parties hereto agree that service of any process, summons, notice or document by registered mail addressed to the rights and obligations arising hereunder or thereunder brought by a applicable party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Courteffective service of process against such party for any suit, action or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard proceeding relating to any such dispute for itself and in respect of its property, generally and unconditionallydispute. The parties hereto irrevocably waive, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated fullest extent permitted by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified maillaw, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party they may now or hereafter have (A) to the laying of the venue of any of the aforesaid actions arising out of or in connection with this Agreement such proceeding brought in the courts referred to above; (B) such a court and any claim that any such action proceeding brought in any such a court has been brought in an inconvenient forum and (C) that this Agreementforum. A final judgment in any such suit, action or the subject matter hereof or thereof, proceeding brought in any such court may not be enforced in any other courts to whose jurisdiction any party hereto is or may be subject by such courtssuit upon judgment. THE BORROWER, THE GUARANTORS, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect The Company hereby submits to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance exclusive jurisdiction of this Agreement the federal and state courts in the Borough of Manhattan in The City of New York in any suit or any matter proceeding arising out of or in connection with relating to this Agreement and or the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state courttransactions contemplated hereby. Each of the parties hereto hereby irrevocably submits with regard waives all right to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated trial by this Agreement jury in any court other than the aforesaid courts. Each party irrevocably consents to service of process proceeding (whether based upon contract, tort or otherwise) in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions way arising out of or relating to this Agreement. Each of the Parties hereto agrees that a final judgment in connection with this Agreement brought in the courts referred to above; (B) that any such action proceeding brought in any such court has been brought in an inconvenient forum shall be conclusive and (C) that this Agreement, or the subject matter hereof or thereof, binding upon such party and may not be enforced in any other courts in the jurisdiction of which such party is or may be subject, by suit upon such judgment. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Initial Purchasers and the Company in accordance with its terms. Very truly yours, TECO ENERGY, INC. By /s/ X.X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President – Treasury and Risk Management (Treasurer) The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. By: UBS SECURITIES LLC As Representative of the several Initial Purchasers By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Associate Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Associate Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such courtsbroker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, proceeding or investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies co pies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.211.02. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.811.10; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect The Company hereby submits to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance exclusive jurisdiction of this Agreement the federal and state courts in the Borough of Manhattan in The City of New York in any suit or any matter proceeding arising out of or in connection with relating to this Agreement and or the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state courttransactions contemplated hereby. Each of the parties hereto hereby irrevocably submits with regard waives all right to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated trial by this Agreement jury in any court other than the aforesaid courts. Each party irrevocably consents to service of process proceeding (whether based upon contract, tort or otherwise) in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions way arising out of or relating to this Agreement. Each of the Parties hereto agrees that a final judgment in connection with this Agreement brought in the courts referred to above; (B) that any such action proceeding brought in any such court has been brought in an inconvenient forum shall be conclusive and (C) that this Agreement, or the subject matter hereof or thereof, binding upon such party and may not be enforced in any other courts in the jurisdiction of which such party is or may be subject, by suit upon such judgment. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Initial Purchasers and the Company in accordance with its terms. Very truly yours, TECO ENERGY, INC. By /s/ X. X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Vice President – Treasury and Risk Management (Treasurer) The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. By: UBS SECURITIES LLC As Representative of the several Initial Purchasers By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Associate Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Associate Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such courtsbroker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby (a) irrevocably and unconditionally consents and submits with regard to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such dispute for itself court and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and (c) agrees that it will not bring any dispute Action relating to this Agreement or any of the other transactions contemplated by this Agreement hereby in any court other than the aforesaid courtsDelaware Court of Chancery in and for New Castle County or, in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such Action, the United States District Court for the District of Delaware. Each party irrevocably consents of the parties further agrees to accept service of process in any dispute in any manner permitted by such court. Each of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action brought by any party with respect or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (ix) any claim that it is not personally subject to the jurisdiction of the aforesaid above-named courts for any reason other than the failure lawfully to serve process in accordance with this Section 3.8; process, (iiy) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (z) to the fullest extent permitted by Law, 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) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereofhereof, may not be enforced in or by such courts. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any The Borrower and each Guarantor hereby submits to the nonexclusive jurisdiction of the United States District Court for the Northern District of Illinois and of any Illinois State court sitting in the City of Chicago for purposes of all disputes which cannot be settled amicably with respect legal proceedings arising out of or relating to this Agreement, including the other Credit Documents or the transactions contemplated hereby or thereby. The Borrower and each Guarantor irrevocably waives, to the fullest extent permitted by law, any action (at law objection which it may now or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims hereafter have to the laying of the venue of any partysuch proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Borrower, arising out ofeach Guarantor, relating the Administrative Agent, and each Bank hereby irrevocably waives any and all right to or trial by jury in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter legal proceeding arising out of or in connection with this Agreement relating to any Credit Document or the transactions contemplated thereby. The Borrower and each Guarantor (other than the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties Parent) hereby irrevocably submits with regard designates, appoints and empowers the Parent as its designee, appointee and agent to any such dispute receive, accept and acknowledge for itself and on its behalf, and in respect of its property, generally service of any and unconditionallyall legal process, to the sole summons, notices and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement documents which may be served in any court such action or proceeding. If for any reason the Parent shall cease to be available to act as such, the Borrower and each Guarantor (other than the aforesaid courtsParent) agrees to designate a new designee, appointee and agent in Chicago, Illinois on the terms and for the purposes of this provision satisfactory to the Administrative Agent under this Agreement. Each party The Borrower and each Guarantor hereby irrevocably consents waives any objection to such service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby and further irrevocably and unconditionally waives, waives and agrees not to assert as a defense, counterclaim plead or otherwise, claim in any action brought by or proceeding commenced hereunder or under any party with respect to this Agreement (i) other Credit Document that service of process was in any claim that it is not personally subject to way invalid or ineffective. Nothing herein shall affect the jurisdiction right of the aforesaid courts for Administrative Agent, any reason other than Bank or the failure holder of any Note to serve process in accordance with this Section 3.8; (ii) any claim that it other manner permitted by law or its property is exempt to commence legal proceedings or immune from otherwise proceed against the jurisdiction of Borrower or 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); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought Guarantor in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courtsother jurisdiction.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including Each of the Parties irrevocably agrees that any legal action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter proceeding arising out of or in connection with relating to this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto any other Party or its successors or assigns, assigns shall be brought and determined exclusively in the Delaware Chancery Court, any state or if such court shall not have jurisdiction, any federal court located in within the County of New York, State of DelawareNew York, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each and each of the parties Parties hereby irrevocably submits with regard to any such dispute the exclusive jurisdiction of the aforesaid courts for itself and in with respect of to its property, generally and unconditionally, with regard to the sole and exclusive personal jurisdiction any such action or proceeding arising out of the aforesaid courts and agrees that it will not bring any dispute or relating to this Agreement or any of and the transactions contemplated by this Agreement 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 other than the aforesaid courtsof competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each party irrevocably consents to of the Parties further agrees that notice as provided herein shall constitute sufficient service of process in and the Parties further waive any dispute in any argument that such service is insufficient. Each of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party Parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action brought by any party with respect or proceeding 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 aforesaid courts in New York as described herein for any reason other than the failure to serve process in accordance with this Section 3.8; reason, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or ) and (iii) any objection which such party may now or hereafter have that (A) to the laying of venue of any of the aforesaid actions arising out of suit, action or in connection with this Agreement brought in the courts referred to above; (B) that such action brought proceeding in any such court has been is brought in an inconvenient forum and forum, (B) the venue of such suit, action or proceeding is improper or (C) that this Agreement, or the subject matter hereof or thereofhereof, may not be enforced in or by such courts. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any The Borrower and each Guarantor hereby submits to the exclusive jurisdiction of the United States District Court for the Northern District of Illinois and of any Illinois State court sitting in the City of Chicago for purposes of all disputes which cannot be settled amicably with respect legal proceedings arising out of or relating to this Agreement, including the other Credit Documents or the transactions contemplated hereby or thereby. The Borrower and each Guarantor irrevocably waives, to the fullest extent permitted by law, any action (at law objection which it may now or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims hereafter have to the laying of the venue of any partysuch proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Borrower, arising out ofeach Guarantor, relating the Administrative Agent, each L/C Issuer and each Lender hereby irrevocably waives any and all right to or trial by jury in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter legal proceeding arising out of or in connection with this Agreement relating to any Credit Document or the transactions contemplated thereby. The Borrower and each Guarantor (other than the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties Parent) hereby irrevocably submits with regard designates, appoints and empowers the Parent as its designee, appointee and agent to any such dispute receive, accept and acknowledge for itself and on its behalf, and in respect of its property, generally service of any and unconditionallyall legal process, to the sole summons, notices and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement documents which may be served in any court such action or proceeding. If for any reason the Parent shall cease to be available to act as such, the Borrower and each Guarantor (other than the aforesaid courtsParent) agrees to designate a new designee, appointee and agent in Chicago, Illinois on the terms and for the purposes of this provision satisfactory to the Administrative Agent under this Agreement. Each party The Borrower and each Guarantor hereby irrevocably consents waives any objection to such service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts.further

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any The Issuer and all disputes which cannot be settled amicably with respect the Parent Guarantor hereby submit to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance exclusive jurisdiction of this Agreement the federal and state courts in the Borough of Manhattan in The City of New York in any suit or any matter proceeding arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement Indenture or any of the transactions contemplated by this Agreement in any court other than hereby. The Issuer and the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby Parent Guarantor irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) waive any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions suit or proceeding arising out of or relating to this Indenture, the Parent Guarantee, the Notes and any of the transactions contemplated hereby or thereby in connection with this Agreement brought federal and state courts in the courts referred Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to above; (B) plead or claim in any such court that any such action brought suit or proceeding in any such court has been brought in an inconvenient forum forum. Nothing herein shall affect the right of the Trustee or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Issuer and (C) the Parent Guarantor in any other jurisdiction. The Issuer and the Parent Guarantor irrevocably appoint Cogency Global Inc. at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 as its authorized agent in the borough of Manhattan in the city of New York upon which process may be served in any such suit or proceeding, and agrees that this Agreementservice of process upon such agent, and written notice of said service to the Issuer and the Parent Guarantor, as applicable, by the person serving the same to the address provided in Section 13.01, shall be deemed in every respect effective service of process upon the Issuer or the subject matter hereof Parent Guarantor, as the case may be, in any such suit or thereof, proceeding. The Issuer and the Parent Guarantor further agree to take any and all action as may not be enforced necessary to maintain such designation and appointment of such agent in or by such courtsfull force and effect for a period of three years and three months from the date of this Indenture.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any The Sellers, the eCORP Seller Guarantors, Highstar, the MLP and all disputes which cannot be settled amicably with respect the Purchasers hereby submit to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any party, arising out of, relating to New York State Court located within the geographic boundaries of the City of New York for purposes of legal proceedings that may arise hereunder or under any of the other documents entered into in connection with herewith. The Sellers, the validityeCORP Seller Guarantors, negotiationHighstar, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement the MLP and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby Purchasers irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionallywaive, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees fullest extent permitted by Law, any objection that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now have or hereafter have (A) to the laying of the venue of any of the aforesaid actions arising out of or in connection with this Agreement such proceeding brought in the courts referred to above; (B) such a court and any claim that any such action proceeding brought in any such a court has been brought in an inconvenient forum and forum. THE SELLERS, THE ECORP SELLER GUARANTORS, HIGHSTAR, THE MLP AND THE PURCHASERS HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER DOCUMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (C) that this AgreementWHETHER VERBAL OR WRITTEN), or the subject matter hereof or thereof, may not be enforced in or by such courtsOF THE PURCHASERS OR THE SELLERS.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any Each of the Parties hereby irrevocably and all disputes which cannot be settled amicably with respect unconditionally submits, for itself and its property, to this Agreement, including any action the exclusive jurisdiction of the Delaware Court of Chancery (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively if jurisdiction in the Delaware Court of Chancery Courtshall be unavailable, or if such court shall not have jurisdiction, any federal court located the Federal courts of the United States of America sitting in the State of Delaware), or, if neither of such courts shall have jurisdiction, and any other Delaware state court. Each of the parties hereby irrevocably submits with regard to appellate court from any such dispute for itself and court, in respect any action or proceeding arising out of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute or relating to this Agreement or the Transactions or for recognition or enforcement of any judgment relating thereto, and each of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party Parties hereby irrevocably and unconditionally waives, and (i) agrees not to assert as a defensecommence any such action or proceeding except in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction Federal court of the aforesaid courts for any reason other than United States of America sitting in the failure to serve process in accordance with this Section 3.8; State of Delaware), (ii) agrees that any claim that it or its property is exempt or immune from the jurisdiction in respect of any such action or proceeding may be heard and determined in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the Federal courts of the United States of America sitting in the State of Delaware), and any appellate court or from any legal process commenced in such courts (whether through service of noticethereof, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) waives, to the fullest extent it may legally and effectively do so, any objection which such party it may now or hereafter have (A) to the laying of venue of any such action or proceeding in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the Federal courts of the aforesaid actions arising out United States of or in connection with this Agreement brought America sitting in the courts referred State of Delaware), and (iv) waives, to above; (B) that the fullest extent it may legally and effectively do so, the defense of an inconvenient forum to the maintenance of such action brought or proceeding in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the Federal courts of the United States of America sitting in the State of Delaware). Each of the Parties agrees that a final judgment in any such court has been brought in an inconvenient forum action or proceeding shall be conclusive and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsLaw.

Submission to Jurisdiction; Waiver of Jury Trial. Each party hereto irrevocably and unconditionally (a) Any accepts the jurisdiction and all disputes which cannot be settled amicably with respect venue of any state or federal court sitting in the State of Delaware in any action or proceeding arising out of or related to this Agreement, including (b) waives any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection objections which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement proceedings brought in the courts referred any such court and agrees not to above; (B) plead or claim in any such court that such action or proceeding brought in any such court has been brought in an inconvenient forum forum, (c) agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to such party at their respective addresses provided in accordance with Section 4.4; and (Cd) agrees that this Agreementservice as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such proceeding in any such court, or the subject matter hereof or thereofand otherwise constitutes effective and binding service in every respect. NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, may not be enforced in or by such courtsSUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF A PARTY SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER AGREEMENTS OR THE DEALINGS OR THE RELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS Section 4.10 HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HERETO HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY HERETO THAT THE PROVISIONS OF THIS Section 4.10 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including Each Party irrevocably agrees that any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter Action arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by hereby shall be brought and determined in the courts in Xxxxxxx County, Nebraska (and each such Party shall not bring any Action arising out of or relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each party ), and each Party hereby irrevocably consents submits with regard to service of process any such Action for itself and in any dispute in any respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2courts. Each party Party hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement such Action: (i) any claim that it is not personally subject to the jurisdiction of the aforesaid above-named courts for any reason other than the failure to lawfully serve process in accordance with this Section 3.8process; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court courts 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); or and (iii) any objection which such party may now or hereafter have that (A) to the laying of venue of such Action in any of the aforesaid actions arising out of or in connection with this Agreement such court is brought in the courts referred to abovean inconvenient forum; (B) that the venue of such action brought in any such court has been brought in an inconvenient forum Action is improper; and (C) that this Agreement, the transactions contemplated hereby or the subject matter hereof or thereof, may not be enforced in or by such courts. Each Party agrees that delivery of notice to such Party as provided in Section 13.6 shall be deemed effective service of process on such Party; provided, however, the foregoing service of process will only be deemed effective if all copy party(ies) designated in Section 13.6 for the Party being served also receive such notice.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect Each of the parties to this AgreementAgreement irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States located in New York, including New York and agrees that any action (at law legal action, suit or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, proceeding arising out of, of or relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any of the other Credit Documents may be brought against such party in any such courts. Final judgment against any party in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Section 21 shall affect the right of any party to commence legal proceedings or otherwise xxx any other party in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon any other party in any manner authorized by the laws of any such jurisdiction. Each Company Entity agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitutes adequate service of process in any such suit. Each of the parties to this Agreement irrevocably waives to the fullest extent permitted by applicable Governmental Rules (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York or to any court of the United States; (d) any immunity which it or its assets may have in respect of its obligations under this Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Agreement and or any other Credit Document to post security for the rights and obligations arising hereunder or thereunder, or for recognition and enforcement costs of any judgment in respect of this Agreement and the rights and obligations arising hereunder party or thereunder brought by to post a party hereto bond or its successors or assignsto take similar action. EACH PARTY HERETO, shall be brought and determined exclusively in the Delaware Chancery CourtTO THE FULLEST EXTENT PERMITTED BY APPLICABLE GOVERNMENTAL RULES, or if such court shall not have jurisdictionHEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY (AND ANY EQUIVALENT THEREOF IN ANY RELEVANT JURISDICTION) AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, any federal court located in the State of DelawarePROCEEDING, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courtsOR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably acknowledges and consents that any legal action or proceeding brought with respect to any of the obligations arising under or relating to this Agreement may be brought in the courts of the State of Florida, County of Xxxxxxx or in the United States District Court for the Middle District of Florida and each of the parties hereby irrevocably submits to and accepts with regard to any such dispute action or proceeding, for itself and in respect of its property, generally and unconditionally, to the sole and non-exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each party irrevocably consents to the service of process in any dispute in any of the aforesaid courts such action or proceeding by the mailing or e-mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s its address referred to for notices set forth in Section 3.212.5; such service to become effective ten (10) days after such mailing. Each party hereby irrevocably waives any objection to such service of process and unconditionally waives, further irrevocably waives and agrees not to assert as a defense, counterclaim plead or otherwise, claim in any action brought by or proceeding commenced hereunder or under any other documents contemplated hereby that service of process was in any way invalid or ineffective. The foregoing shall not limit the rights of any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that other manner permitted by applicable law. Each of the parties hereby waives any right it or its property is exempt or immune from may have under the jurisdiction laws of any such court or from jurisdiction to commence by publication any legal process commenced in such courts (whether through service action or proceeding with respect this Agreement. To the fullest extent permitted by applicable law, each of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any the parties hereby irrevocably waives the objection which such party it may now or hereafter have (A) to the laying of the venue of any of the aforesaid actions suit, action or proceeding arising out of or in connection with relating to this Agreement brought in any of the courts referred to above; (B) above and hereby further irrevocably waives and agrees not to plead or claim that such action brought in any such court has been brought is not a convenient forum for any such suit, action or proceeding. The parties agree that any judgment obtained by any party or its successors or assigns in an inconvenient forum and any action, suit or proceeding referred to above may, in the discretion of such party (C) that this Agreementor its successors or assigns), or the subject matter hereof or thereof, may not be enforced in any jurisdiction, to the extent permitted by applicable law. The parties agree that the remedy at law for any breach of this Agreement may be inadequate and that should any dispute arise concerning any matter hereunder, this Agreement shall be enforceable in a court of equity by an injunction or by such courtsa decree of specific performance. Such remedies shall, however, be cumulative and nonexclusive, and shall be in addition to any other remedies which the parties may have. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION AS BETWEEN THE PARTIES DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.8.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any Each of the Parties hereby irrevocably acknowledges and all disputes which cannot be settled amicably consents that any legal action or proceeding brought with respect to this Agreement, including any action (at law of the obligations arising under or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall may be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in courts of the State of DelawareNew York, or, if neither or in the United States District Court for the Southern District of such courts shall have jurisdiction, any other Delaware state court. Each New York and each of the parties Parties hereby irrevocably submits to and accepts with regard to any such dispute action or proceeding, for itself and in respect of its property, generally and unconditionally, to the sole and non-exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party Party hereby further irrevocably waives any claim that any such courts lack jurisdiction over such Party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in any of the aforesaid courts, that any such court lacks jurisdiction over such Party. Each Party irrevocably consents to the service of process in any dispute in any of the aforesaid courts such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party party, at its address for notices set forth in this Agreement, such party’s address referred service to in Section 3.2become effective ten (10) days after such mailing. Each party Party hereby irrevocably waives any objection to such service of process and unconditionally waives, further irrevocably waives and agrees not to assert as a defense, counterclaim plead or otherwise, claim in any action brought by or proceeding commenced hereunder or under any party with respect to this Agreement (i) other documents contemplated hereby that service of process was in any claim that it is way invalid or ineffective. The foregoing shall not personally subject to limit the jurisdiction rights of the aforesaid courts for any reason other than the failure Party to serve process in accordance with this Section 3.8; (ii) any claim that other manner permitted by applicable law. The foregoing consents to jurisdiction shall not constitute general consents to service of process in the State of New York for any purpose except as provided above and shall not be deemed to confer rights on any person other than the respective Parties. Each of the Parties hereby waives any right it or its property is exempt or immune from may have under the jurisdiction laws of any such court or from jurisdiction to commence by publication any legal process commenced in such courts (whether through service action or proceeding with respect this Agreement. To the fullest extent permitted by applicable law, each of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any the Parties hereby irrevocably waives the objection which such party it may now or hereafter have (A) to the laying of the venue of any of the aforesaid actions suit, action or proceeding arising out of or relating to this Agreement in any of the courts referred to in this Section 5.7 and hereby further irrevocably waives and agrees not to plead or claim that any such court is not a convenient forum for any such suit, action or proceeding. The Parties agree that any judgment obtained by any Party or its successors or assigns in any action, suit or proceeding referred to above may, in the discretion of such Party (or its successors or assigns), be enforced in any jurisdiction, to the extent permitted by applicable law. The Parties agree that the remedy at law for any breach of this Agreement may be inadequate and that should any dispute arise concerning any matter hereunder, this Agreement shall be enforceable in a court of equity by an injunction or a decree of specific performance. Such remedies shall, however, be cumulative and nonexclusive, and shall be in addition to any other remedies which the Parties may have. Each Party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation as between the Parties directly or indirectly arising out of, under or in connection with this Agreement brought or the transactions contemplated hereby or disputes relating hereto. Each Party (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the courts referred event of litigation, seek to above; (B) that such action brought in any such court has been brought in an inconvenient forum enforce the foregoing waiver and (Cb) acknowledges that it and the other Parties have been induced to enter into this AgreementAgreement by, or among other things, the subject matter hereof or thereof, may not be enforced mutual waivers and certifications in or by such courtsthis Section 5.7.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section ‎Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section ‎Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any Each of the Parties hereby irrevocably acknowledges and all disputes which cannot be settled amicably consents that any legal action or proceeding brought with respect to this Agreement, including any action (at law of the obligations arising under or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall may be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties Commonwealth of Massachusetts and each of the Parties hereby irrevocably submits to and accepts with regard to any such dispute action or proceeding, for itself and in respect of its property, generally and unconditionally, to the sole and non-exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party Party hereby further irrevocably waives any claim that any such courts lack jurisdiction over such Party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in any of the aforesaid courts, that any such court lacks jurisdiction over such Party. Each Party irrevocably consents to the service of process in any dispute in any of the aforesaid courts such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party party, at such party’s its address referred to for notices set forth in Section 3.213.5 hereof, such service to become effective ten (10) days after such mailing. Each party Party hereby irrevocably waives any objection to such service of process and unconditionally waives, further irrevocably waives and agrees not to assert as a defense, counterclaim plead or otherwise, claim in any action brought by or proceeding commenced hereunder or under any party with respect to this Agreement (i) other documents contemplated hereby that service of process was in any claim that it is way invalid or ineffective. The foregoing shall not personally subject to limit the jurisdiction rights of the aforesaid courts for any reason other than the failure Party to serve process in accordance any other manner permitted by applicable law. The foregoing consents to jurisdiction shall not constitute general consents to service of process in the Commonwealth of Massachusetts for any purpose except as provided above and shall not be deemed to confer rights on any Person other than the respective Parties. Portions of this Exhibit were omitted and have been filed separately with this Section 3.8; (ii) the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Each of the Parties hereby waives any claim that right it or its property is exempt or immune from may have under the jurisdiction laws of any such court or from jurisdiction to commence by publication any legal process commenced in such courts (whether through service action or proceeding with respect this Agreement. To the fullest extent permitted by applicable law, each of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any the Parties hereby irrevocably waives the objection which such party it may now or hereafter have (A) to the laying of the venue of any of the aforesaid actions suit, action or proceeding arising out of or in connection with relating to this Agreement brought in any of the courts referred to above; (B) in this Section 13.8 and hereby further irrevocably waives and agrees not to plead or claim that such action brought in any such court has been brought is not a convenient forum for any such suit, action or proceeding. The Parties agree that any judgment obtained by any Party or its successors or assigns in an inconvenient forum and any action, suit or proceeding referred to above may, in the discretion of such Party (C) that this Agreementor its successors or assigns), or the subject matter hereof or thereof, may not be enforced in any jurisdiction, to the extent permitted by applicable law. The Parties agree that the remedy at law for any breach of this Agreement may be inadequate and that should any dispute arise concerning any matter hereunder, this Agreement shall be enforceable in a court of equity by an injunction or by such courtsa decree of specific performance. Such remedies shall, however, be cumulative and nonexclusive, and shall be in addition to any other remedies which the Parties may have.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect Each Party hereto irrevocably submits to this Agreement, including the exclusive jurisdiction of the federal court in the State of South Carolina for the purposes of any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with based upon this Agreement and or relating to the rights and obligations arising hereunder or thereundersubject matter hereof. If, or for recognition and enforcement any reason, the Parties fail to qualify for the jurisdiction of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of DelawareSouth Carolina, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby then each Party hereto irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid state courts and agrees that it will not bring of the State of South Carolina for the purposes of any dispute relating to action arising out of or based on this Agreement or any of relating to the transactions contemplated by this Agreement in any court other than the aforesaid courtssubject matter hereof. Each party irrevocably consents Party hereto further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 11.1 shall be effective service of process for any action, suit or proceeding in South Carolina with respect to any dispute matters to which it has submitted to jurisdiction in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in this Section 3.29.2. Each party hereby Party hereto irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) waives any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of action, suit or in connection with this Agreement brought proceeding in the courts referred federal court in South Carolina, and hereby further irrevocably and unconditionally waives and agrees not to above; (B) plead or claim in any such court that any such action action, suit or proceeding brought in any such court has been brought in an inconvenient forum and (C) that this Agreementforum. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, or the subject matter hereof or thereofEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, may not be enforced in or by such courtsPROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTION AGREEMENTS OR ANY MATTER ARISING HEREUNDER OR THEREUNDER.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect Each of the parties to this AgreementAgreement irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States located in New York, including New York and agrees that any action (at law legal action, suit or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, proceeding arising out of, of or relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any of the Senior Debt Documents may be brought against such party in any such courts. Final judgment against any party in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Section 2(r) shall affect the right of any party to commence legal proceedings or otherwise xxx any other party in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon any other party in any manner authorized by the laws of any such jurisdiction. Each of Company, Seller and each Seller Member agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitutes adequate service of process in any such suit. Each of the parties to this Agreement irrevocably waives to the fullest extent permitted by applicable governmental rules (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York or to any court of the United States; (d) any immunity which it or its assets may have in respect of its obligations under this Agreement or any Senior Debt Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Agreement and or any Senior Debt Documents to post security for the rights and obligations arising hereunder or thereunder, or for recognition and enforcement costs of any judgment in respect of this Agreement and the rights and obligations arising hereunder party or thereunder brought by to post a party hereto bond or its successors or assignsto take similar action. EACH PARTY HERETO, shall be brought and determined exclusively in the Delaware Chancery CourtTO THE FULLEST EXTENT PERMITTED BY APPLICABLE GOVERNMENTAL RULES, or if such court shall not have jurisdictionHEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY (AND ANY EQUIVALENT THEREOF IN ANY RELEVANT JURISDICTION) AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, any federal court located in the State of DelawarePROCEEDING, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courtsOR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SENIOR DEBT DOCUMENT.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any The Borrowers and the Guarantors hereby submit to the nonexclusive jurisdiction of the United States District Court for the Northern District of Illinois and of any Illinois State court sitting in the City of Chicago for purposes of all disputes which cannot be settled amicably with respect legal proceedings arising out of or relating to this Agreement, including the other Loan Documents or the transactions contemplated hereby or thereby. The Borrowers and the Guarantors irrevocably waive, to the fullest extent permitted by law, any action (at law objection which they may now or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims hereafter have to the laying of the venue of any partysuch proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Borrowers, arising out ofthe Guarantors, relating the Administrative Agent, the L/C Issuer, and the Lenders hereby irrevocably waive any and all right to or trial by jury in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter legal proceeding arising out of or in connection with this Agreement and relating to any Loan Document or the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state courttransactions contemplated thereby. Each of Borrower (other than the parties Company) and each Guarantor (other than the Company) hereby irrevocably submits with regard designates, appoints and empowers the Company as its designee, appointee and agent to any such dispute receive, accept and acknowledge for itself and on its behalf, and in respect of its property, generally service of any and unconditionallyall legal process, to the sole summons, notices and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement documents which may be served in any court such action or proceeding. If for any reason the Company shall cease to be available to act as such, each Borrower (other than the aforesaid courtsCompany) and each Guarantor (other than the Company) agrees to designate a new designee, appointee and agent in Chicago, Illinois on the terms and for the purposes of this provision satisfactory to the Administrative Agent under this Agreement. Each party Borrower and each Guarantor hereby irrevocably consents waives any objection to such service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby and further irrevocably and unconditionally waives, waives and agrees not to assert as a defense, counterclaim plead or otherwise, claim in any action brought by or proceeding commenced hereunder or under any party with respect to this Agreement (i) other Credit Document that service of process was in any claim that it is not personally subject to way invalid or ineffective. Nothing herein shall affect the jurisdiction right of the aforesaid courts for Administrative Agent, any reason other than Lender or the failure holder of any Note to serve process in accordance with this Section 3.8; (ii) any claim that it other manner permitted by law or its property is exempt to commence legal proceedings or immune from the jurisdiction of otherwise proceed against any such court Borrower 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); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought Guarantor in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courtsother jurisdiction.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, proceeding or investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.212.02. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts.this

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, proceeding or investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery CourtCircuit Court of Xxxxxxx County, or Missouri, if such court shall not have jurisdiction, any federal court located in the State of DelawareMissouri, or, if neither of such courts shall have jurisdiction, any other Delaware Missouri state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.212.02. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement Agreement: (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.812.10; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have have: (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum forum; and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including Each Party agrees that it shall bring any action (at law or proceeding in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims respect of any partyquestions, arising out ofclaims, relating to disputes, remedies or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter Damages arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating related to this Agreement or the Related Agreements or the transactions contained in or contemplated hereby or thereby exclusively in the United States District Court for the Southern District of New York or any New York State court sitting in New 117 York County (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the Related Agreements or the transactions that are the subject hereof and thereof (i) irrevocably submits to the exclusive jurisdiction of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mailChosen Courts, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, (ii) waives and agrees not to assert as a defense, counterclaim or otherwise, any objection to laying venue in any such action brought or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (iv) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.4 and (v) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdictions by suit on the judgment or in any party with respect to this Agreement (i) any claim that it is other manner provided by applicable Legal Requirements. This Section 10.5 shall not personally subject to limit the jurisdiction of the aforesaid courts Accounting Expert set forth in Section 2.7(c), although claims may be asserted in the Chosen Courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from purposes of enforcing the 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); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any and judgments of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this AgreementAccounting Expert. EACH PARTY HERETO IRREVOCABLY WAIVES, or the subject matter hereof or thereofTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, may not be enforced in or by such courtsANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. For the purpose of assuring that the Agent and the Lenders may enforce their respective rights under this Agreement, each Borrower hereby irrevocably (a) Any and all disputes which cannot be settled amicably with respect to this Agreementagrees that any legal or equitable action, including any action (at law suit or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with proceeding against the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter Borrowers arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions transaction contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereofthereof may be instituted in any state or federal court in the State of New York, (b) waives any objection that it may not now or hereafter have to the venue of any action, suit or proceeding, (c) irrevocably submits itself to the nonexclusive jurisdiction of any state or federal court of competent jurisdiction in the State of New York for purposes of any such action, suit or proceeding, and (d) irrevocably waives personal service of process and hereby consents to service of process upon it by certified or registered mail, return receipt requested, at its address specified in accordance with Section 11.2 and service so made shall be enforced deemed completed on the third business day after such service is deposited in the mail. Nothing contained in this Section 11.8 shall be deemed to affect the right of the Agent and the Lenders to serve process in any other manner permitted by law or by such courtsto commence legal proceedings or otherwise proceed against the Borrowers in any jurisdiction. THE BORROWERS, THE AGENT, AND THE LENDERS HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH THEY ARE EACH PARTIES INVOLVING, DIRECTLY OR INDI- RECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONCERNED WITH THIS AGREEMENT AND THE NOTES.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties --------------------------------------------------- Company and the Purchasers hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in the City of New York for purposes of all legal proceedings which may arise hereunder or under any other Transaction Documents. The Company irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionallywaives, to the sole and exclusive personal jurisdiction fullest extent permitted by law, any objection which it may have or hereafter have to the laying of the aforesaid courts venue of any such proceeding brought in such a court and agrees any claim that it will not bring any dispute relating such proceeding brought in such a court has been brought in an inconvenient forum. The Company hereby consents to process being served in any such proceeding by the mailing of a copy thereof by registered certified mail, postage prepaid, to its address specified in Section 8.1 or in any other manner permitted by law. THE COMPANY AND THE PURCHASERS (AND ANY PERSON CLAIMING THROUGH THEM OR PURSUANT TO THIS AGREEMENT) HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OF THE PURCHASER OR THE COMPANY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PURCHASER'S ENTERING INTO THIS AGREEMENT. The Company hereby irrevocably designates Nexus America (1998) Inc., as the designee, appointee and agent of the Company to receive, for and on behalf of the Company, service of process in such jurisdiction in any legal action or proceeding with respect to this Agreement or any other Investment Agreement. It is expected that a copy of such process served on such agent will be promptly forwarded by mail to the Company at its address set forth in Section 8.1, but the failure of the transactions contemplated by this Agreement Company to receive such copy shall not affect in any court other than way the aforesaid courtsservice of such process. Each party The Company further irrevocably consents to the service of process in any dispute in of any of the aforesaid aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party the Company at such party’s address referred to in Section 3.2address. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to Nothing herein shall affect the jurisdiction right of the aforesaid courts for any reason other than the failure Purchasers to serve process in accordance with this Section 3.8; (ii) any claim that it other manner permitted by law or its property is exempt to commence legal proceedings or immune from otherwise proceed against the 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); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought Company in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courtsother jurisdiction.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any The Borrower and each Guarantor hereby submits to the exclusive jurisdiction of the United States District Court for the Northern District of Illinois and of any Illinois State court sitting in the City of Chicago for purposes of all disputes which cannot be settled amicably with respect legal proceedings arising out of or relating to this Agreement, including the other Credit Documents or the transactions contemplated hereby or thereby. The Borrower and each Guarantor irrevocably waives, to the fullest extent permitted by law, any action (at law objection which it may now or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims hereafter have to the laying of the venue of any partysuch proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Borrower, arising out ofeach Guarantor, relating the Administrative Agent, each L/C Issuer and each Lender hereby irrevocably waives any and all right to or trial by jury in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter legal proceeding arising out of or in connection with this Agreement relating to any Credit Document or the transactions contemplated thereby. The Borrower and each Guarantor (other than the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties Parent) hereby irrevocably submits with regard designates, appoints and empowers the Parent as its designee, appointee and agent to any such dispute receive, accept and acknowledge for itself and on its behalf, and in respect of its property, generally service of any and unconditionallyall legal process, to the sole summons, notices and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement documents which may be served in any court such action or proceeding. If for any reason the Parent shall cease to be available to act as such, the Borrower and each Guarantor (other than the aforesaid courtsParent) agrees to designate a new designee, appointee and agent in Chicago, Illinois on the terms and for the purposes of this provision satisfactory to the Administrative Agent under this Agreement. Each party The Borrower and each Guarantor hereby irrevocably consents waives any objection to such service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby and further irrevocably and unconditionally waives, waives and agrees not to assert as a defense, counterclaim plead or otherwise, claim in any action brought by or proceeding commenced hereunder or under any party with respect to this Agreement (i) other Credit Document that service of process was in any claim that it is not personally subject to way invalid or ineffective. Nothing herein shall affect the jurisdiction right of the aforesaid courts for Administrative Agent, any reason other than L/C Issuer, any Lender or the failure holder of any Obligation to serve process in accordance with this Section 3.8; (ii) any claim that it other manner permitted by law or its property is exempt to commence legal proceedings or immune from otherwise proceed against the jurisdiction of Borrower or 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); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought Guarantor in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courtsother jurisdiction.

Submission to Jurisdiction; Waiver of Jury Trial. Each of the Parties, unless otherwise agreed in any Transaction Agreements, (a) Any irrevocably and all disputes which cannot be settled amicably with respect unconditionally submits to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims the exclusive personal jurisdiction of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance Court of this Agreement or any matter arising out Chancery of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, New Castle County, or, if neither of such courts shall 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 Framework Agreement or any Transaction Agreement or any transactions contemplated hereby or thereby, (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 Framework Agreement or any Transaction Agreement or any transaction contemplated hereby or thereby in any other Delaware state court. Each Party 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 of the parties hereby Parties irrevocably submits and unconditionally waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with regard respect thereto. Any Party hereto may make service on another party by sending or delivering a copy of the process to any such dispute for itself the Party to be served at the address and in respect the manner provided for the giving of its propertynotices in Section 5.8. Nothing in this Section 5.10, generally and unconditionallyhowever, shall affect the right of any party to the sole and exclusive personal jurisdiction serve legal process in any other manner permitted by applicable law. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING CONTEMPLATED HEREBY. Each of the aforesaid courts Parties (i) certifies that no Representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and agrees (ii) acknowledges that it will not bring any dispute relating and the other Parties have been induced to enter into this Framework Agreement or any and each of the Transaction Agreements and each of the transactions contemplated by this Agreement hereby and thereby, as applicable, by, among other things, the mutual waivers and certifications in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts5.10.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including Each of the Parties irrevocably agrees that any legal action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter proceeding arising out of or in connection with relating to this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder Limited Guaranty brought by a party hereto any Party or its successors Affiliates against any other Party or assigns, its Affiliates shall be brought and determined exclusively in the Delaware Court of Chancery Courtof the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or if such court shall not have jurisdiction, proceeding may be brought in any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, Delaware or any other Delaware state court. Each of the parties Parties hereby irrevocably submits with regard to any such dispute the jurisdiction of the aforesaid courts for itself and in with respect of to its property, generally and unconditionally, with regard to the sole and exclusive personal jurisdiction any such action or proceeding arising out of the aforesaid courts and agrees that it will not bring any dispute or relating to this Agreement or any of Limited Guaranty and the transactions contemplated by this Agreement hereby. Each of the Parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court other than the aforesaid courtsof competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each party irrevocably consents to of the Parties further agrees that notice as provided herein shall constitute sufficient service of process in and the Parties further waive any dispute in any argument that such service is insufficient. Each of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party Parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action brought by any party with respect or proceeding arising out of or relating to this Agreement Limited Guaranty or the transactions contemplated hereby, (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts in Delaware as described herein for any reason other than the failure to serve process in accordance with this Section 3.8; reason, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or ) and (iii) any objection which such party may now that (x) the suit, action or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought proceeding in any such court has been is brought in an inconvenient forum and forum, (Cy) that the venue of such suit, action or proceeding is improper or (z) this AgreementLimited Guaranty, or the subject matter hereof or thereofhereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any The Company hereby submits to the nonexclusive jurisdiction of the United States District Court for the Northern District of Illinois and of any Illinois State court sitting in the City of Chicago for purposes of all disputes which cannot be settled amicably with respect legal proceedings arising out of or relating to this Agreement, including any action (at law the other Loan Documents or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation the transactions contemplated hereby or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state courtthereby. Each of the parties hereby The Company irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionallywaives, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated fullest extent permitted by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified maillaw, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party it may now or hereafter have (A) to the laying of the venue of any of the aforesaid actions arising out of or in connection with this Agreement such proceeding brought in the courts referred to above; (B) such a court and any claim that any such action proceeding brought in any such a court has been brought in an inconvenient forum forum. THE COMPANY, THE AGENT, AND EACH LENDER HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY. [SIGNATURE PAGES TO FOLLOW] Upon your acceptance hereof in the manner hereinafter set forth, this Agreement shall be a contract between us for the purposes hereinabove set forth. Dated as of this 31st day of January, 1997..c4 Signature Page; HA-LO INDUSTRIES, INC. By Name -------------------------------- Title ------------------------------- Accepted and Agreed to as of the day and year last above written. Each of the Lenders hereby agrees with each other Lender that if it should receive or obtain any payment (C) that this Agreementwhether by voluntary payment, by the exercise of rights of set-off or banker's lien, by counterclaim or cross action, or by the subject matter enforcement of any rights under the Agreement or the other Loan Documents or otherwise) in respect of the Obligations, in a greater amount than such Lender would have received had such payment been made to the Agent and been distributed among the Lenders as contemplated by Section 3.7 hereof, then in that event the Lender receiving such disproportionate payment shall purchase for cash without recourse from the other Lenders an interest in the Obligations owed to such Lenders in such amount as shall result in a distribution of such payment as contemplated by Section 3.7 hereof. In the event any payment made to a Lender and shared with the other Lenders pursuant to the provisions hereof or thereofis ever recovered from such Lender, may not the Lenders receiving a portion of such payment hereunder shall restore the same to the payor Lender, but without interest. In the event any amount paid to the Agent under the Applications shall ever be enforced in or by such courts.recovered from the Agent, each Lender shall reimburse the Agent for its pro rata share of the amount so recovered. Amount and Percentage of Commitments: Revolving Credit Term Loan AMERICAN NATIONAL BANK AND TRUST Commitment Commitment COMPANY OF CHICAGO, individually and $22,500,000 $10,000,000 as agent By Name ------------------------------ Title: ------------------------------ Address:

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including Each Party agrees that it shall bring any action (at law or proceeding in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims respect of any partyquestions, arising out ofclaims, relating to disputes, remedies or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter Damages arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating related to this Agreement or the Related Agreements or the transactions contained in or contemplated hereby or thereby exclusively in the United States District Court for the Southern District of New York or any New York State court sitting in New York County (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the Related Agreements or the transactions that are the subject hereof and thereof (i) irrevocably submits to the exclusive jurisdiction of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mailChosen Courts, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, (ii) waives and agrees not to assert as a defense, counterclaim or otherwise, any objection to laying venue in any such action brought or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, (iv) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.4 and (v) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdictions by suit on the judgment or in any party with respect to this Agreement (i) any claim that it is other manner provided by applicable Legal Requirements. This Section 10.5 shall not personally subject to limit the jurisdiction of the aforesaid courts Accounting Expert set forth in Section 2.7(c), although claims may be asserted in the Chosen Courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from purposes of enforcing the 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); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any and judgments of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this AgreementAccounting Expert. EACH PARTY HERETO IRREVOCABLY WAIVES, or the subject matter hereof or thereofTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, may not be enforced in or by such courtsANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including Each Party agrees that it shall bring any action (at law or proceeding in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims respect of any partyquestions, arising out ofclaims, relating to disputes, remedies or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter Damages arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating related to this Agreement or any the Related Agreements or the transactions contained in or contemplated hereby or thereby exclusively in the United States District Court for the Southern District of New York (the “Chosen Court”), and, solely in connection with claims arising under this Agreement or the Related Agreements or the transactions that are the subject hereof and thereof (i) irrevocably submits to the exclusive jurisdiction of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mailChosen Court, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, (ii) waives and agrees not to assert as a defense, counterclaim or otherwise, any objection to laying venue in any such action brought or proceeding in the Chosen Court, (iii) waives any objection that the Chosen Court are an inconvenient forum or do not have jurisdiction over any Party, (iv) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.4 and (v) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdictions by suit on the judgment or in any party with respect to this Agreement (i) any claim that it is other manner provided by applicable Legal Requirements. This Section 10.5 shall not personally subject to limit the jurisdiction of the aforesaid courts for any reason other than the failure to serve process Accounting Expert set forth in accordance with this Section 3.8; (ii2.5(c) any claim that it or its property is exempt Section 10.3, or immune from the jurisdiction of any such court or from any legal process commenced the Referee set forth in such courts (whether through service Section 9.4(b)(iii), although claims may be asserted in the Chosen Court for purposes of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to enforcing the laying of venue of any respective jurisdictions and judgments of the aforesaid actions arising out of or in connection with this Agreement brought in Accounting Expert and the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this AgreementReferee. EACH PARTY HERETO IRREVOCABLY WAIVES, or the subject matter hereof or thereofTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, may not be enforced in or by such courtsANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any The Company hereby submits to the nonexclusive jurisdiction of the United States District Court for the Northern District of Illinois and of any Illinois State court sitting in the City of Chicago for purposes of all disputes which cannot be settled amicably with respect legal proceedings arising out of or relating to this Agreement, including any action (at law the other Loan Documents or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation the transactions contemplated hereby or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state courtthereby. Each of the parties hereby The Company irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionallywaives, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated fullest extent permitted by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified maillaw, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party it may now or hereafter have (A) to the laying of the venue of any of the aforesaid actions arising out of or in connection with this Agreement such proceeding brought in the courts referred to above; (B) such a court and any claim that any such action proceeding brought in any such a court has been brought in an inconvenient forum forum. THE COMPANY, THE AGENT, AND EACH LENDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY. Upon your acceptance hereof in the manner hereinafter set forth, this Agreement shall constitute a contract between us for the uses and purposes hereinabove set forth. Dated as of this 3rd day of June, 1997. APAC TeleServices, Inc. By: Name: Title: Accepted and Agreed to at Chicago, Illinois as of the day and year last above written. Each of the Lenders hereby agrees with each other Lender that if it should receive or obtain any payment (C) that whether by voluntary payment, by the exercise of rights of set-off or banker's lien, by counterclaim or cross action, or by the enforcement of any rights under this Agreement, any of the other Loan Documents or otherwise) in respect of the subject matter Obligations in a greater amount than such Lender would have received had such payment been made to the Agent and been distributed among the Lenders as contemplated by Section 3.5 hereof then in that event the Lender receiving such disproportionate payment shall purchase for cash without recourse from the other Lenders an interest in the Obligations of the Company to such Lenders in such amount as shall result in a distribution of such payment as contemplated by Section 3.5 hereof. In the event any payment made to a Lender and shared with the other Lenders pursuant to the provisions hereof is ever recovered from such Lender, the Lenders receiving a portion of such payment hereunder shall restore the same to the payor Lender, but without interest. Amount and Percentage of Commitments: Commitment: XXXXXX TRUST AND SAVINGS BANK $40,000,000 (50%) By: Name: Title: Vice President 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Middle Market D Telephone: (000) 000-0000 Telecopy: (000) 000-0000 Telex: 254157 Commitment: The Northern Trust Company $20,000,000 (25%) By: Name:______________________________ Title:_______________________________ 00 Xxxxx XxXxxxx Xxxxxx/0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 Telex: 253879 Commitment: Bank of America Illinois $20,000,000 (25%) By: Name:______________________________ Title:_______________________________ 000 Xxxxx XxXxxxx Xxxxxx 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 EXHIBIT A APAC TELESERVICES, INC. REVOLVING NOTE Chicago, Illinois $_______________ _______________, 19_____ On the Termination Date, for value received, the undersigned, APAC TeleServices, Inc., an Illinois corporation (the "Company"), hereby promises to pay to the order of ________________ (the "Lender"), at the principal office of Xxxxxx Trust and Savings Bank in Chicago, Illinois, the principal sum of (i) _______________________ and no/100 Dollars ($___________), or (ii) such lesser amount as may at the time of the maturity hereof, whether by acceleration or otherwise, be the aggregate unpaid principal amount of all A Loans owing from the Company to the Lender under the Revolving Credit provided for in the Credit Agreement hereinafter mentioned. This Note evidences the Lender's share of A Loans constituting part of a "Domestic Rate Portion" and "LIBOR Portions" as such terms are defined in that certain Credit Agreement dated as of June 3, 1997 between the Company, Xxxxxx Trust and Savings Bank, individually and as Agent thereunder, and the other Lenders which are now or may from time to time hereafter become parties thereto (said Credit Agreement, as the same may be amended, modified or restated from time to time, being referred to herein as the "Credit Agreement") made and to be made to the Company by the Lender under the Revolving Credit provided for under the Credit Agreement, and the Company hereby promises to pay interest at the office described above on each A Loan evidenced hereby at the rates and at the times and in the manner specified therefor in the Credit Agreement. Each A Loan made under the Revolving Credit provided for in the Credit Agreement by the Lender to the Company against this Note, any repayment of principal hereon, the status of each such A Loan from time to time as part of the Domestic Rate Portion or a LIBOR Portion and, in the case of any LIBOR Portion, the interest rate and Interest Period applicable thereto shall be endorsed by the holder hereof on a schedule to this Note or recorded on the books and records of the holder hereof (provided that such entries shall be endorsed on a schedule to this Note prior to any negotiation hereof). The Company agrees that in any action or proceeding instituted to collect or enforce collection of this Note, the entries so endorsed on a schedule to this Note or recorded on the books and records of the holder hereof shall be prima facie evidence of the unpaid principal balance of this Note, the status of each such loan from time to time as part of the Domestic Rate Portion or a LIBOR Portion, and, in the case of any LIBOR Portion, the interest rate and Interest Period applicable thereto. This Note is issued by the Company under the terms and provisions of the Credit Agreement, and this Note and the holder hereof are entitled to all of the benefits and security provided for thereby or referred to therein, to which reference is hereby made for a statement thereof. This Note may be declared to be, or be and become, due prior to its expressed maturity, voluntary prepayments may be made hereon, and certain prepayments are required to be made hereon, all in the events, on the terms and with the effects provided in the Credit Agreement. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in the Credit Agreement. Pursuant to the terms of the Credit Agreement, the Company hereby promises to pay all reasonable costs and expenses (including attorneys' fees) suffered or incurred by the holder hereof in collecting this Note. The Company hereby waives presentment for payment and demand. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. APAC TeleServices, Inc. By: Name: Title: EXHIBIT B APAC TELESERVICES, INC. TERM NOTE Chicago, Illinois $_____________________ ________________, 19__ For Value Received, the undersigned, APAC TeleServices, Inc., an Illinois corporation (the "Company"), hereby promises to pay to the order of ______________________ (the "Lender"), at the principal office of Xxxxxx Trust and Savings Bank in Chicago, Illinois, the principal sum of ______________________________ Dollars ($______________), in ____________ (____) consecutive quarter-annual principal installments, commencing on ________________, _____ and continuing on the ______ day of each March, June, September and December occurring thereafter to and including June 30, 2002, with each installment (except the last) to be in the amount of one-twentieth (1/20th) of the face amount of this Note and last such installment to be in the amount of all principal hereof not sooner paid. This Note evidences the Lender's share of a B Loan constituting part of a "Domestic Rate Portion" and "LIBOR Portions" as such terms are defined in that certain Credit Agreement dated as of June 3, 1997 by and between the Company, Xxxxxx Trust and Savings Bank, individually and as Agent thereunder, and the other Lenders which are now or may from time to time hereafter become parties thereto (said Credit Agreement, as the same may be enforced amended, modified or restated from time to time, being referred to herein as the "Credit Agreement") made to the Company by the Lender under the Credit Agreement, and the Company hereby promises to pay interest at the office specified above on the loan evidenced hereby at the rates and at the times and in the manner specified therefor in the Credit Agreement. Each repayment of the principal of the B Loan made by the Lender to the Company against this Note, the status of such B Loan from time to time as part of the Domestic Rate Portion or a LIBOR Portion and, in the case of any LIBOR Portion, the interest rate and Interest Period applicable thereto shall be endorsed by the holder hereof on a schedule to this Note or recorded on the books and records of the holder hereof (provided that such courts.entries shall be endorsed on a schedule to this Note prior to any negotiation hereof). The Company agrees that in any action or proceeding instituted to collect or enforce collection of this Note, the entries so endorsed on a schedule to this Note or recorded on the books and records of the holder hereof shall be prima facie evidence of the unpaid balance of this Note and the status of such loan from time to time as part of the Domestic Rate Portion or a LIBOR Portion and, in the case of any LIBOR Portion, the interest rate and Interest Period applicable thereto. This Note is issued by the Company under the terms and provisions of the Credit Agreement, and this Note and the holder hereof are entitled to all of the benefits and security provided for thereby or referred to therein, to which reference is hereby made for a statement thereof. This Note may be declared to be, or be and become, due prior to its expressed maturity, voluntary prepayments may be made hereon, and certain prepayment are required to be made hereon, all in the events, on the terms and with the effects provided in the Credit Agreement. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in the Credit Agreement. Pursuant to the terms of the Credit Agreement, the Company hereby promises to pay all reasonable costs and expenses (including attorneys' fees) suffered or incurred by the holder hereof in collecting this Note. The Company hereby waives presentment for payment and demand. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW. APAC TeleServices, Inc. By: Name: Title: EXHIBIT C GUARANTY AGREEMENT This Guaranty, dated as of _____________, 1997 made by _______________________, a ___________________ corporation (the "Guarantor"); Witnesseth:

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect Subject to this Agreementthe terms of ARTICLE XIII, including each Party irrevocably agrees that any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter Action arising out of or in connection with relating to this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto any other Party or its successors or assigns, assigns shall be brought and determined exclusively in the Court of Chancery of the State of Delaware Chancery Court(or, or solely if such court shall not have courts decline jurisdiction, in any federal court located in the State of Delaware), or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties and each Party hereby irrevocably submits with regard to any such dispute the exclusive jurisdiction of the aforesaid courts for itself and in with respect of to its property, generally and unconditionally, with regard to the sole and exclusive personal jurisdiction any such Action arising out of the aforesaid courts and agrees that it will not bring any dispute or relating to this Agreement or any of and the transactions contemplated by this Agreement hereby. Subject to the terms of ARTICLE XIII, each Party agrees not to commence any Action relating thereto except in the courts described above in Delaware, other than actions in any court other than the aforesaid courtsof competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each party irrevocably consents to Party further agrees that notice as provided herein shall constitute sufficient service of process in and each Party further waives any dispute in any argument that such service is insufficient. Subject to the terms of the aforesaid courts by the mailing of copies thereof by registered or certified mailARTICLE XIII, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party each hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action brought by any party with respect 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 aforesaid courts in Delaware as described herein for any reason other than the failure to serve process in accordance with this Section 3.8; reason, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or ) and (iii) any objection which such party may now or hereafter have that (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought Action in any such court has been is brought in an inconvenient forum and forum, (B) the venue of such Action is improper or (C) that this Agreement, or the subject matter hereof or thereofhereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect Each Party hereto irrevocably submits to this Agreement, including the exclusive jurisdiction of the federal court in the State of Nevada for the purposes of any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with based upon this Agreement and or relating to the rights and obligations arising hereunder or thereundersubject matter hereof. If, or for recognition and enforcement any reason, the Parties fail to qualify for the jurisdiction of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of DelawareNevada, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby then each Party hereto irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid state courts and agrees that it will not bring of the State of Nevada for the purposes of any dispute relating to action arising out of or based on this Agreement or relating to the subject matter hereof. Each Party hereto further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party's respective address set forth in Section 12.1 of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to shall be effective service of process for any action, suit or proceeding in Nevada with respect to any dispute matters to which it has submitted to jurisdiction in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in this Section 3.210.2. Each party hereby Party hereto irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) waives any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of action, suit or in connection with this Agreement brought proceeding in the courts referred federal court in Nevada, and hereby further irrevocably and unconditionally waives and agrees not to above; (B) plead or claim in any such court that any such action action, suit or proceeding brought in any such court has been brought in an inconvenient forum and (C) that this Agreementforum. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, or the subject matter hereof or thereofEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, may not be enforced in or by such courtsPROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTION AGREEMENTS OR ANY MATTER ARISING HEREUNDER OR THEREUNDER.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any The Borrowers and the Guarantors hereby submit to the nonexclusive jurisdiction of the United States District Court for the Northern District of Illinois and of any Illinois State court sitting in the City of Chicago for purposes of all disputes which cannot be settled amicably with respect legal proceedings arising out of or relating to this Agreement, including the other Loan Documents or the transactions contemplated hereby or thereby. The Borrowers and the Guarantors irrevocably waive, to the fullest extent permitted by law, any action (at law objection which they may now or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims hereafter have to the laying of the venue of any partysuch proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. THE BORROWERS, arising out ofTHE GUARANTORS, relating to or in connection with the validityTHE ADMINISTRATIVE AGENT, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state courtAND THE LENDERS HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY. Each of Borrower (other than the parties Company) and each Guarantor (other than the Company) hereby irrevocably submits with regard designates, appoints and empowers the Company as its designee, appointee and agent to any such dispute receive, accept and acknowledge for itself and on its behalf, and in respect of its property, generally service of any and unconditionallyall legal process, to the sole summons, notices and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement documents which may be served in any court such action or proceeding. If for any reason the Company shall cease to be available to act as such, each Borrower (other than the aforesaid courtsCompany) and each Guarantor (other than the Company) agrees to designate a new designee, appointee and agent in Chicago, Illinois on the terms and for the purposes of this provision satisfactory to the Administrative Agent under this Agreement. Each party Borrower and each Guarantor hereby irrevocably consents waives any objection to such service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby and further irrevocably and unconditionally waives, waives and agrees not to assert as a defense, counterclaim plead or otherwise, claim in any action brought by or proceeding commenced hereunder or under any party with respect to this Agreement (i) other Credit Document that service of process was in any claim that it is not personally subject to way invalid or ineffective. Nothing herein shall affect the jurisdiction right of the aforesaid courts for Administrative Agent, any reason other than Lender or the failure holder of any Note to serve process in accordance with this Section 3.8; (ii) any claim that it other manner permitted by law or its property is exempt to commence legal proceedings or immune from the jurisdiction of otherwise proceed against any such court Borrower 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); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought Guarantor in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courtsother jurisdiction.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or in equity)action, claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation suit or ancillary claims of any party, Legal Proceeding arising out of, based upon or relating to this Agreement or the transactions contemplated hereby other than the CCAA Case and the proceedings related thereto shall be brought solely in connection with the validityBankruptcy Court (or any court exercising appellate jurisdiction over the Bankruptcy Court). Each Party hereby irrevocably submits to the exclusive jurisdiction of the Bankruptcy Court (or any court exercising appellate jurisdiction over the Bankruptcy Court) in respect of any action, negotiationclaim, executionsuit or Legal Proceeding arising out of, interpretation, performance based upon or non-performance of relating to this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunderhereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute action arising out of, based upon or related thereto in any other court; provided, however, that, if the Bankruptcy Case and the CCAA Case are dismissed, any action, claim, suit or Legal Proceeding arising out of, based upon or relating to this Agreement or any of the transactions contemplated by this Agreement hereby shall be heard and determined solely in the Chancery Court of the State of Delaware and any state appellate court other than therefrom within the aforesaid courtsState of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware and any direct appellate court therefrom). Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party Party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement such action, claim, suit or Legal Proceeding, (ia) any claim that it is not personally subject to the jurisdiction of the aforesaid above named courts for any reason other than the failure to serve process in accordance with this Section 3.8; 10.3, (iib) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); ) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the suit, action or Legal Proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or Legal Proceeding is improper or (iii) this Agreement or any objection which such party may now other agreement or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of instrument contemplated hereby or entered into in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreementherewith, or the subject matter hereof or thereof, may not be enforced in or by such courts. Each Party agrees that notice or the service of process in any action, claim, suit or Legal Proceeding arising out of, based upon or relating to this Agreement or any of the rights and obligations arising hereunder or thereunder, shall be properly served or delivered if delivered in the manner contemplated by Section 10.3.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably Each of the parties hereto irrevocably agrees that any Action with respect to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunderhereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a the other party hereto or its successors or assigns, assigns shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in Court of the State of Delaware, Delaware (or, if neither the Chancery Court declines jurisdiction, the Superior Court of the State of Delaware or the United States District Court of the District of Delaware), and the each party hereto irrevocably submits to the exclusive jurisdiction of such courts shall have jurisdictioncourt (and, any other Delaware state court. Each in the case of appeals, the parties hereby irrevocably submits with regard to appropriate appellate court therefrom), in any such dispute for itself action or proceeding and in respect irrevocably waive the defense of its property, generally and unconditionally, an inconvenient forum to the sole and exclusive personal jurisdiction maintenance of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement such action or any of the transactions contemplated by this Agreement in any court other than the aforesaid courtsproceeding. Each party irrevocably consents to hereto agrees that service of any court paper may be made in any manner as may be provided under Applicable Law or court rules governing service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2court. Each party hereby irrevocably and unconditionally waives, and hereto agrees not to assert as that a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of final judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum action or proceeding shall be conclusive and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsApplicable Law. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any The Borrower and each Guarantor hereby submits to the nonexclusive jurisdiction of the United States District Court for the Northern District of Illinois and of any Illinois State court sitting in the City of Chicago for purposes of all disputes which cannot be settled amicably with respect legal proceedings arising out of or relating to this Agreement, including the other Credit Documents or the transactions contemplated hereby or thereby. The Borrower and each Guarantor irrevocably waives, to the fullest extent permitted by law, any action (at law objection which it may now or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims hereafter have to the laying of the venue of any partysuch proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. THE BORROWER, arising out ofEACH GUARANTOR, relating to or in connection with THE ADMINISTRATIVE AGENT AND EACH BANK HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY. The Borrower and each Guarantor (other than the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties Parent) hereby irrevocably submits with regard designates, appoints and empowers the Parent as its designee, appointee and agent to any such dispute receive, accept and acknowledge for itself and on its behalf, and in respect of its property, generally service of any and unconditionallyall legal process, to the sole summons, notices and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement documents which may be served in any court such action or proceeding. If for any reason the Parent shall cease to be available to act as such, the Borrower and each Guarantor (other than the aforesaid courtsParent) agrees to designate a new designee, appointee and agent in Chicago, Illinois on the terms and for the purposes of this provision satisfactory to the Administrative Agent under this Agreement. Each party The Borrower and each Guarantor hereby irrevocably consents waives any objection to such service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby and further irrevocably and unconditionally waives, waives and agrees not to assert as a defense, counterclaim plead or otherwise, claim in any action brought by or proceeding commenced hereunder or under any party with respect to this Agreement (i) other Credit Document that service of process was in any claim that it is not personally subject to way invalid or ineffective. Nothing herein shall affect the jurisdiction right of the aforesaid courts for Administrative Agent, any reason other than Bank or the failure holder of any Obligation to serve process in accordance with this Section 3.8; (ii) any claim that it other manner permitted by law or its property is exempt to commence legal proceedings or immune from otherwise proceed against the jurisdiction of Borrower or 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); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought Guarantor in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courtsother jurisdiction.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any The Company hereby submits to the nonexclusive jurisdiction of the United States District Court for the Northern District of Illinois and of any Illinois State court sitting in the City of Chicago for purposes of all disputes which cannot be settled amicably with respect legal proceedings arising out of or relating to this Agreement, including any action (at law the other Loan Documents or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation the transactions contemplated hereby or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state courtthereby. Each of the parties hereby The Company irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionallywaives, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated fullest extent permitted by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified maillaw, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party it may now or hereafter have (A) to the laying of the venue of any of the aforesaid actions arising out of or in connection with this Agreement such proceeding brought in the courts referred to above; (B) such a court and any claim that any such action proceeding brought in any such a court has been brought in an inconvenient forum forum. THE COMPANY, THE AGENT, AND EACH LENDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY. Upon your acceptance hereof in the manner hereinafter set forth, this Agreement shall constitute a contract between us for the uses and purposes hereinabove set forth. Dated as of this 4th day of November, 1998. ANICOM, INC. By Name: Title: Accepted and Agreed to at Chicago, Illinois as of the day and year last above written. Each of the Lenders hereby agrees with each other Lender that if it should receive or obtain any payment (C) that whether by voluntary payment, by realization upon collateral, by the exercise of rights of set-off or banker's lien, by counterclaim or cross action, or by the enforcement of any rights under this Agreement, any of the other Loan Documents or otherwise) in respect of the subject matter Obligations in a greater amount than such Lender would have received had such payment been made to the Agent and been distributed among the Lenders as contemplated by Section 3.4 hereof or thereofthen in that event the Lender receiving such disproportionate payment shall purchase for cash without recourse from the other Lenders an interest in the Obligations of the Company to such Lenders in such amount as shall result in a distribution of such payment as contemplated by Section 3.4 hereof. In the event any payment made to a Lender and shared with the other Lenders pursuant to the provisions hereof is ever recovered from such Lender, may not be enforced in or by the Lenders receiving a portion of such courts.payment hereunder shall restore the same to the payor Lender, but without interest. Amount and Percentage of Commitments: Revolving Credit Commitment: $17,500,000 HARRIS TRUST AND SAVINGS BANK By Its Vice President 111 West Monroe Street Chicago, Illinois 60603 Xxxxxxxxx: Xxxxx X. Xxxxxx Telephone: (312) 461-6876 Telecopy: (312) 293-5041

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereto hereby irrevocably acknowledges and consents that any legal action or proceeding brought with respect to any of the obligations arising under or relating to this Agreement may be brought in the courts of the State of Nevada, County of Xxxxx and City of Las Vegas or in the United States District Court for the District of Nevada and each of the parties hereto hereby irrevocably submits to and accepts with regard to any such dispute action or proceeding, for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement brought in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each party hereto irrevocably consents to the service of process in any dispute in any of the aforesaid courts such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party party, at such party’s its address referred to for notices set forth in Section 3.212.7 or Schedule I hereto, as applicable; such service to become effective ten (10) days after such mailing. Each party hereto hereby irrevocably waives any objection to such service of process and unconditionally waives, further irrevocably waives and agrees not to assert as a defense, counterclaim plead or otherwise, claim in any action brought by or proceeding commenced hereunder or under any other documents contemplated hereby that service of process was in any way invalid or ineffective. The foregoing shall not limit the rights of any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure hereto to serve process in accordance with this Section 3.8; (ii) any claim that other manner permitted by applicable law. The foregoing consents to jurisdiction shall not constitute general consents to service of process in the State of Nevada for any purpose except as provided above and shall not be deemed to confer rights on any Person other than the respective parties hereto. Each of the parties hereto hereby waives any right it or its property is exempt or immune from may have under the jurisdiction laws of any such court or from jurisdiction to commence by publication any legal process commenced in such courts (whether through service action or proceeding with respect this Agreement. To the fullest extent permitted by applicable law, each of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any the parties hereto hereby irrevocably waives the objection which such party it may now or hereafter have (A) to the laying of the venue of any of the aforesaid actions suit, action or proceeding arising out of or relating to this Agreement in any of the courts referred to in this Section 12.9 and hereby further irrevocably waives and agrees not to plead or claim that any such court is not a convenient forum for any such suit, action or proceeding. The parties hereto agree that any judgment obtained by any party hereto or its successors or assigns in any action, suit or proceeding referred to above may, in the discretion of such party (or its successors or assigns), be enforced in any jurisdiction, to the extent permitted by applicable law. The parties hereto agree that the remedy at law for any breach of this Agreement may be inadequate and that should any dispute arise concerning any matter hereunder, this Agreement shall be enforceable in a court of equity by an injunction or a decree of specific performance. Such remedies shall, however, be cumulative and nonexclusive, and shall be in addition to any other remedies which the parties may have. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation as between the parties hereto directly or indirectly arising out of, under or in connection with this Agreement brought or disputes relating hereto. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the courts referred event of litigation, seek to above; (B) that such action brought in any such court has been brought in an inconvenient forum enforce the foregoing waiver and (Cii) acknowledges that it and the other parties have been induced to enter into this AgreementAgreement by, or among other things, the subject matter hereof or thereof, may not be enforced mutual waivers and certifications in or by such courtsthis Section 12.9.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any The Borrower and each Guarantor hereby submits to the exclusive jurisdiction of the United States District Court for the Northern District of Illinois and of any Illinois State court sitting in the City of Chicago for purposes of all disputes which cannot be settled amicably with respect legal proceedings arising out of or relating to this Agreement, including the other Credit Documents or the transactions contemplated hereby or thereby. The Borrower and each Guarantor irrevocably waives, to the fullest extent permitted by law, any action (at law objection which it may now or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims hereafter have to the laying of the venue of any partysuch proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Borrower, arising out ofeach Guarantor, relating the Administrative Agent, each L/C Issuer and each Lender hereby irrevocably waives any and all right to or trial by jury in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter legal proceeding arising out of or in connection with this Agreement relating to any Credit Document or the transactions contemplated thereby. The Borrower and each Guarantor (other than the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties Parent) hereby irrevocably submits with regard designates, appoints and empowers the Parent as its designee, appointee and agent to any such dispute receive, accept and acknowledge for itself and on its behalf, and in respect of its property, generally service of any and unconditionallyall legal process, to the sole summons, notices and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement documents which may be served in any court such action or proceeding. If for any reason the Parent shall cease to be available to act as such, the Borrower and each Guarantor (other than the aforesaid courtsParent) agrees to designate a new designee, appointee and agent in Chicago, Illinois on the terms and for the purposes of this provision satisfactory to the Administrative Agent under this Agreement. Each party The Borrower and each Guarantor hereby irrevocably consents waives any objection to such service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby and further irrevocably and unconditionally waives, waives and agrees not to assert as a defense, counterclaim plead or otherwise, claim in any action brought by or proceeding commenced hereunder or under any party with respect to this Agreement (i) any claim other Credit Document that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought process was in any such court has been brought in an inconvenient forum and (C) that this Agreement, way invalid or the subject matter hereof or thereof, may not be enforced in or by such courts.-108-

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including 10.13.1. Each of the Parties irrevocably agrees that any legal action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter proceeding arising out of or in connection with relating to this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a any other party hereto or its successors or assigns, assigns shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state or federal court. Each , and each of the parties Parties hereby irrevocably submits with regard to any such dispute the exclusive jurisdiction of the aforesaid courts for itself and in with respect of to its property, generally and unconditionally, with regard to the sole and exclusive personal jurisdiction any such action or proceeding arising out of the aforesaid courts and agrees that it will not bring any dispute or relating to this Agreement or any of and the transactions contemplated by this Agreement hereby. Each of the Parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court other than the aforesaid courtsof competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each party irrevocably consents to of the Parties further agrees that notice as provided herein shall constitute sufficient service of process in and the Parties further waive any dispute in any argument that such service is insufficient. Each of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party Parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action brought by any party with respect or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (ia) any claim that it is not personally subject to the jurisdiction of the aforesaid courts in Delaware as described herein for any reason other than the failure to serve process in accordance with this Section 3.8; reason, (iib) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (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) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum and (C) that this Agreement, or the subject matter hereof or thereofhereof, may not be enforced in or by such courts. Notwithstanding the other provisions of this Section 10.13.1, with respect to any claim of any kind or description (whether in law or in equity and whether based on contract, tort or otherwise) involving any Debt Financing Source arising out of or relating to the transactions contemplated by this Agreement, the Debt Financing, the Debt Commitment Letter or the performance of services thereunder, the parties agree that (i) such claims shall be subject to the exclusive jurisdiction of the United States District Court for the Southern District of New York or any New York State court sitting in the Borough of Manhattan and any appellate court therefrom, (ii) they shall not bring or permit any of their respective Affiliates to bring any claim referred to in this last sentence of this Section 10.13.1 or voluntarily support any other Person in bringing any such claim, in any other courts, (iii) they each shall waive, to the fullest extent permitted by law, any objection that it may now or hereafter have that any such claim has been brought in an inconvenient forum and (iv) the provisions of this last sentence of this Section 10.13.1 shall be given effect in connection with any such claims.

Submission to Jurisdiction; Waiver of Jury Trial. (a) Any and all disputes which cannot be settled amicably with respect to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, proceeding or investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.212.02. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement Agreement: (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.812.10; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have have: (A) to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to above; (B) that such action brought in any such court has been brought in an inconvenient forum forum; and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Waiver of Jury Trial. Each Party and each Company Holder (a) Any irrevocably and all disputes which cannot be settled amicably with respect unconditionally submits to this Agreement, including any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims the exclusive personal jurisdiction of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance Court of this Agreement or any matter arising out Chancery of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court, or if such court shall not have jurisdiction, any federal court located in the State of Delaware, New Castle County, or, if neither of such courts shall that court does not have jurisdiction, any other a federal court sitting in Wilmington, Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself (and in respect each case, any appellate courts thereof) in any Action arising out of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute or relating to this Agreement or any of the transactions contemplated by this Agreement Transactions, (b) agrees that all claims in respect of such Action may be heard and determined in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mailsuch court, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby (c) irrevocably and unconditionally waives, 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 assert as a defense, counterclaim or otherwise, in bring any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions Action arising out of or in connection with relating to this Agreement brought or any of the Transactions in the courts referred to above; (B) any other court. Each Party and each Company Holder agrees that such action brought a final Order in any such court has been brought in an inconvenient forum Action shall be conclusive and (C) that this Agreement, or the subject matter hereof or thereof, may not be enforced in other jurisdictions by suit on the Order or in any other manner provided by Law. Each of the Parties and each Company Holder irrevocably and unconditionally waives any defense of inconvenient forum to the maintenance of any Action so brought and waives any bond, surety or other security that might be required of any Party with respect thereto. Any Party may make service on another Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 8.3. Nothing in this Section 8.9, however, shall affect the right of any party to serve legal process in any other manner permitted by law. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AND EACH COMPANY HOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION CONTEMPLATED HEREBY (INCLUDING WITH RESPECT TO THE FINANCING SOURCES). Notwithstanding anything herein to the contrary, including Section 8.14, the parties hereto acknowledge and irrevocably agree (1) that any action or proceeding, whether in law or in equity, whether in contract or tort or otherwise, involving the Financing Sources arising out of or related to the transactions contemplated hereby, the Financing or the performance of services thereunder or related thereto shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, New York, New York, and any appellate court thereof and each party hereto submits for itself and its property with respect to any such courtsaction or proceeding to the exclusive jurisdiction of such court and (2) that any such action or proceeding shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law rules of such State that would result in the application of the laws of any other State.

Submission to Jurisdiction; Waiver of Jury Trial. Each of the Parties hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and of the United States of America sitting in Delaware for any action, proceeding or investigation in any court or before any governmental authority (a"LITIGATION") Any and all disputes which cannot be settled amicably with respect arising out of or relating to this Agreement, including (and agrees not to commence any action (at law or Litigation relating thereto except in equitysuch court), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims and further agrees that service of any partyprocess, arising out ofsummons, relating notice or document by U.S. registered mail to or its respective notice address, as provided for in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assignsAgreement, shall be effective service of process for any Litigation brought and determined exclusively against it in the Delaware Chancery Court, or if any such court shall not have jurisdiction, any federal court located in the State of Delaware, or, if neither of such courts shall have jurisdiction, any other Delaware state court. Each of the parties hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party Parties hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) waives any objection which such party may now or hereafter have (A) to the laying of venue of any of the aforesaid actions Litigation arising out of or in connection with this Agreement brought or the transactions contemplated hereby in the courts referred Court of Chancery of the State of Delaware or the United States of America sitting in Delaware and hereby further irrevocably and unconditionally waives and agrees not to above; (B) plead or claim in any such court that any such action Litigation brought in any such court has been brought in an inconvenient forum and (C) that this Agreementforum. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, or the subject matter hereof or thereofTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, may not be enforced in or by such courtsANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto hereby irrevocably and unconditionally (ai) Any and all disputes which cannot be settled amicably with respect to this Agreement, including agree that any action (at law or in equity), claim, litigation, suit, arbitration, hearing, audit, review, inquiry, proceeding, investigation or ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement or any matter proceeding arising out of or in connection with this Agreement and the rights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder or thereunder brought by a party hereto or its successors or assigns, shall be brought and determined exclusively only in the Delaware Court of Chancery Court, or if such court shall not have jurisdiction, any federal court located in of the State of DelawareDelaware (the “Designated Court”), or, if neither of such courts shall have jurisdiction, and not in any other Delaware state court. Each or federal court in the United States of the parties hereby irrevocably submits with regard America or any court in any other country, (ii) consent to any such dispute for itself and in respect of its property, generally and unconditionally, submit to the sole and exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any dispute relating to this Agreement or any Designated Court for purposes of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each party irrevocably consents to service of process in any dispute in any of the aforesaid courts by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized overnight delivery service, to such party at such party’s address referred to in Section 3.2. Each party hereby irrevocably and unconditionally waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action brought by any party with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction or proceeding arising out of the aforesaid courts for any reason other than the failure to serve process or in accordance -11- connection with this Section 3.8; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of noticeAgreement, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); or (iii) waive any objection which such party may now or hereafter have (A) to the laying of venue of any of such action or proceeding in the aforesaid actions arising out of Designated Court, and (iv) waive, and agree not to plead or in connection with this Agreement to make, any claim that any such action or proceeding brought in the courts referred to above; (B) that such action brought in any such court Designated Court has been brought in an improper or otherwise inconvenient forum and (C) that this Agreementforum. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, or the subject matter hereof or thereofWHETHER NOW EXISTING OR HEREAFTER ARISING, may not be enforced in or by such courtsAND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH OF THE PARTIES AGREES THAT THE PARTNERSHIP OR ANY PARTNER MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ACTION OR PROCEEDING WHATSOEVER BETWEEN OR AMONG ANY OF THEM RELATING TO THIS AGREEMENT SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.