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

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in any federal or state court located in the State of New York in New York County and each of the parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such litigation; provided, that a final judgment in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (i) any objection which it may ever have to the laying of venue of any such litigation in any federal or state court located in the State of New York in New York County, (ii) any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigation.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in any federal or state court located in To the State of New York in New York County and fullest extent permitted by applicable law, each of the parties hereto hereby submits 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 courts for to which an appeal may be taken from such courts, in any Proceeding, including the purpose validity, negotiation, execution, interpretation, performance or non-performance of this Agreement, (ii) agrees that all claims in respect of any such litigationProceeding shall be brought, heard and determined exclusively in such courts, (iii) agrees that such Proceeding has a reasonable relation to this Agreement, and to the relationship of the parties hereto with one another; provided(iv) waives and agrees not to assert any objection that it may now or hereafter have to the laying of venue of any Proceeding in any such court, (v) consents to the service of any and all process in any Proceeding 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 any such Proceeding, (vii) agrees that a final judgment in any such litigation Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably , and unconditionally (viii) agrees not to assert (i) any objection which it may ever have to the laying of venue of that performance under this Agreement shall continue if reasonably possible during any such litigation in any federal or state court located in the State of New York in New York County, (ii) any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationProceeding.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in any federal or state court located in the State of New York in New York County and each of the parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such litigation; provided, that a final judgment in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (ia) any objection which it may ever have to the laying of venue of any such litigation in any federal or state court located in the State of New York in New York County, (iib) any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (iiic) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigation.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in any federal or state court located in the State of New York in New York County and each Each of the parties Parties hereby submits 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 (“Litigation”) arising out of or relating to this Agreement, (and agrees not to commence any Litigation relating thereto except in such courts for the purpose court), and further agrees that service of any such litigation; providedprocess, that a final judgment summons, notice or document by U.S. registered mail to its respective notice address, as provided for in this Agreement, shall be effective service of process for any Litigation brought against it in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawcourt. Each party of the Parties hereby irrevocably and unconditionally agrees not to assert (i) waives any objection which it may ever have to the laying of venue of any such litigation Litigation arising out of this Agreement or the transactions contemplated hereby in any federal or state court located in the Court of Chancery of the State of New York Delaware or the United States of America sitting in New York County, (ii) Delaware and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any claim such court that any such litigation Litigation brought in any such court has been brought in an inconvenient forum forum. Each of the Parties irrevocably and (iii) any claim that such court does not have jurisdiction with respect unconditionally waives, to such litigation. To the fullest extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right all rights to trial by jury in connection with any litigationLitigation arising out of or relating to this Agreement or the transactions contemplated hereby.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party (a) The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to this Agreement arising out the nonexclusive jurisdiction of or in any way relating to this Agreement shall be brought in any federal or state court located in the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, solely for purposes of any action or proceeding arising out of or relating to this Agreement (and not as a general submission to New York law), or for recognition or enforcement of any judgment, and each of the parties hereto hereby submits to the exclusive jurisdiction of such courts for the purpose irrevocably and unconditionally agrees that all claims in respect of any such litigation; providedaction or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such litigation action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (i) Nothing in this Agreement shall affect any objection which it right that the Administrative Agent, or any Lender may ever otherwise have to bring any action or proceeding relating to this Agreement against the laying of venue Borrower or its properties in the courts of any such litigation in any federal or state court located in the State of New York in New York County, (ii) any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationjurisdiction.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against To the fullest extent permitted by law, each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, if the Delaware Court of Chancery declines to accept jurisdiction over any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in matter, any federal or state court located in the State of New York in New York County Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and each of the parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such litigation; provided, that a final judgment in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert commence any litigation relating thereto except in such courts), (iii) waives any objection which it may ever have to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any federal or state court located in the State of New York in New York County, (ii) any claim Delaware Court that any such litigation brought in any such court therein has been brought in an any inconvenient forum forum, (c) acknowledges and (iii) agrees that any claim controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees that either to service of them may file process upon such party in any such action or proceeding shall be effective if such process is given as a copy of this paragraph notice in accordance with Section 13 or in any court as written evidence manner prescribed by the Laws of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationState of Delaware.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party (a) Each of the Reporting Entity and the Company hereby irrevocably submits and consents to this Agreement arising out the jurisdiction of the federal court located within the County of New York, State of New York (or in any way if such court lacks jurisdiction, the State courts located therein), and irrevocably agrees that all actions or proceedings relating to this Agreement shall and the Notes may be brought litigated in any federal or state court located in the State of New York in New York County such courts, and each of the parties hereby submits to Reporting Entity and the exclusive jurisdiction of such courts for the purpose of any such litigation; provided, that a final judgment in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (i) Company waives any objection which it may ever have based on improper venue or forum non conveniens to the laying of venue conduct of any such litigation in any federal or state court located in the State of New York in New York County, (ii) any claim that any such litigation brought proceeding in any such court has been brought in an inconvenient forum and (iii) waives personal service of any claim and all process upon it, and consents that all such court does not have jurisdiction with respect to such litigation. To the extent that service of process be made by mail is permitted by applicable law, each party irrevocably consents delivery to it at the address of such Person set forth in Section 18 above or to its agent referred to below at such agent’s address set forth below (with a courtesy copy to the Reporting Entity and the Company at the address set forth in Section 18) and that service so made shall be deemed to be completed upon actual receipt. Nothing contained in this section shall affect the right of any holder of Notes to serve legal process in any such litigation other manner permitted by law or to bring any action or proceeding in such the courts by of any jurisdiction against the mailing Company or the Reporting Entity or to enforce a judgment obtained in the courts of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationother jurisdiction.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against Each party hereto agrees that it shall bring any party to this Agreement action or proceeding in respect of any questions, claims, disputes, remedies or damages arising out of or in any way relating related to this Agreement shall be brought or the transactions contained in any federal or state court located contemplated hereby exclusively in the United States District Court for the District of Delaware or any Delaware State of New York court sitting in New York Castle County and each of (the parties hereby “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject hereof (i) irrevocably submits to the exclusive jurisdiction of such courts for the purpose of Chosen Courts, (ii) waives and agrees not to assert any objection to laying venue in any such litigation; providedaction 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 and (iv) agrees that a final judgment in any such litigation action or proceeding shall be conclusive and may be enforced in any other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable Legal Requirements. Each party irrevocably and unconditionally agrees not to assert (i) any objection which it may ever have to the laying of venue of any such litigation in any federal or state court located in the State of New York in New York CountyEACH PARTY HERETO IRREVOCABLY WAIVES, (ii) any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable lawTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigation.ANY 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

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in any U.S. federal or state court located in the State of New York in New York County and each of the parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such litigation; provided, that a final judgment in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (ia) any objection which it may ever have to the laying of venue of any such litigation in any U.S. federal or state court located in the State of New York in New York County, (iib) any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (iiic) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigation.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in any federal or state court located in the State of New York in New York County and each Each of the parties hereby submits 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 (“Litigation”) arising out of or relating to this Agreement, (and agrees not to commence any Litigation relating thereto except in such courts for the purpose court), and further agrees that service of any such litigation; providedprocess, that a final judgment summons, notice or document by U.S. registered mail to its respective notice address, as provided for in this Agreement, shall be effective service of process for any Litigation brought against it in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawcourt. Each party of the parties hereby irrevocably and unconditionally agrees not to assert (i) waives any objection which it may ever have to the laying of venue of any such litigation Litigation arising out of this Agreement or the transactions contemplated hereby in any federal or state court located in the Court of Chancery of the State of New York Delaware or the United States of America sitting in New York County, (ii) Delaware and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any claim such court that any such litigation Litigation brought in any such court has been brought in an inconvenient forum forum. Each of the parties irrevocably and (iii) any claim that such court does not have jurisdiction with respect unconditionally waives, to such litigation. To the fullest extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right all rights to trial by jury in connection with any litigationLitigation arising out of or relating to this Agreement or the transactions contemplated hereby.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party No proceeding related to this Agreement arising out of or the transactions contemplated hereby may be commenced, prosecuted or continued in any way relating to this Agreement shall be brought in any federal or state court located in other than the courts of the State of New York located in the City and County of New York County or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the parties Company, the Existing Shareholders and the Investor Shareholders hereby submits irrevocably and unconditionally consent to the exclusive jurisdiction of such courts for the purpose of any such litigation; providedand personal service with respect thereto, that a final judgment in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (i) waive any objection which it may ever have to the laying of venue of any such litigation in any federal such courts and agree not to plead or state court located in the State of New York in New York County, (ii) any claim that any such litigation brought in any such court courts has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for hereinforum. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowingCompany, voluntary the Existing Shareholders and bargained-for agreement among the parties irrevocably to Investor Shareholders hereby waive its all right to trial by jury in any litigationproceeding (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Company, the Existing Shareholders and the Investor Shareholders agree that a final judgment in any such proceeding brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts in the jurisdiction of which the Company are or may be subject, by suit upon such judgment.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party (a) The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to this Agreement arising out the nonexclusive jurisdiction of or in any way relating to this Agreement shall be brought in any federal or state court located in the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, solely for purposes of any action or proceeding arising out of or relating to this Agreement (and not as a general submission to New York law), or for recognition or enforcement of any judgment, and each of the parties hereto hereby submits to the exclusive jurisdiction of such courts for the purpose irrevocably and unconditionally agrees that all claims in respect of any such litigation; providedaction or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such litigation action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (i) Nothing in this Agreement shall affect any objection which it right that the Administrative Agent or any Lender may ever otherwise have to bring any action or proceeding relating to this Agreement against the laying of venue Borrower or its properties in the courts of any such litigation in any federal or state court located in the State of New York in New York County, (ii) any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationjurisdiction.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party (a) The Reporting Entity and the Company hereby irrevocably submits and consents to this Agreement arising out the jurisdiction of the federal court located within the County of New York, State of New York (or in any way if such court lacks jurisdiction, the State courts located therein), and irrevocably agrees that all actions or proceedings relating to this Agreement shall and the Notes may be brought litigated in any federal or state court located in the State of New York in New York County such courts, and each of the parties hereby submits to Reporting Entity and the exclusive jurisdiction of such courts for the purpose of any such litigation; provided, that a final judgment in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (i) Company waives any objection which it may ever have based on improper venue or forum non conveniens to the laying of venue conduct of any such litigation in any federal or state court located in the State of New York in New York County, (ii) any claim that any such litigation brought proceeding in any such court has been brought in an inconvenient forum and (iii) waives personal service of any claim and all process upon it, and consents that all such court does not have jurisdiction with respect to such litigation. To the extent that service of process be made by mail is permitted by applicable law, each party irrevocably consents delivery to it at the address of such Person set forth in Section 18 above or to its agent referred to below at such agent’s address set forth below (with a courtesy copy to the Reporting Entity and the Company at the address set forth in Section 18) and that service so made shall be deemed to be completed upon actual receipt. Nothing contained in this section shall affect the right of any holder of Notes to serve legal process in any such litigation other manner permitted by law or to bring any action or proceeding in such the courts by of any jurisdiction against the mailing Company or the Reporting Entity or to enforce a judgment obtained in the courts of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationother jurisdiction.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against To the fullest extent permitted by law, each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, if the Delaware Court of Chancery declines to accept jurisdiction over any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in matter, any federal or state court located in the State of New York in New York County Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and each of the parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such litigation; provided, that a final judgment in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert commence any litigation relating thereto except in such courts), (iii) waives any objection which it may ever have to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any federal or state court located in the State of New York in New York County, (ii) any claim Delaware Court that any such litigation brought in any such court therein has been brought in an any inconvenient forum forum, (c) acknowledges and (iii) agrees that any claim controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees that either to service of them may file process upon such party in any such action or proceeding shall be effective if such process is given as a copy of this paragraph notice in accordance with Section 14 or in any court as written evidence manner prescribed by the Laws of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationState of Delaware.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against To the fullest extent permitted by law, each party hereto hereby irrevocably and unconditionally (a) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, if the Delaware Court of Chancery declines to accept jurisdiction over any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in matter, any federal or state court located in the State of New York in New York County Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and each of the parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such litigation; provided, that a final judgment in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert commence any litigation relating thereto except in such courts), (ib) waives any objection which it may ever have to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any federal or state court located in the State of New York in New York County, (ii) any claim Delaware Court that any such litigation brought in any such court therein has been brought in an any inconvenient forum forum, (c) acknowledges and (iii) agrees that any claim controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees that either to service of them may file process upon such party in any such action or proceeding shall be effective if such process is given as a copy of this paragraph notice in accordance with Section 12 or in any court as written evidence manner prescribed by the Laws of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationState of Delaware.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against Each party hereby submits to the jurisdiction of the United States District Court for the Southern District of New York and any party to this Agreement New York State Court sitting in the Borough of Manhattan in the City and State of New York for purposes of all legal proceedings arising out of or in any way relating to this Agreement shall be brought in any federal agreement or state court located in the State of New York in New York County and each of the parties hereby submits transactions contemplated hereby. Each Party irrevocably waives, to the exclusive jurisdiction of such courts for the purpose of any such litigation; provided, that a final judgment in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided fullest extent permitted by law. Each party irrevocably and unconditionally agrees not to assert (i) , any objection which that it may ever now or hereafter have to the laying of the venue of any such litigation proceeding brought in any federal or state such a court located in the State of New York in New York County, (ii) and any claim that any such litigation proceeding brought in any such a court has been brought in an inconvenient forum and (iii) forum. Each Party hereby consents to process being served in any claim that such court does not have jurisdiction suit, action or proceeding with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts this agreement by the mailing of such process a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to its respective address specified at its address the time for notices provided for hereinunder this agreement or to any other address of which it shall have given written or electronic notice to the other party. The foregoing shall not limit the ability of any Party to bring suit in the courts of any jurisdiction. Each party hereto irrevocably Party knowingly, voluntarily and unconditionally intentionally, waives (to the extent permitted by Applicable Law) any right it may have to a trial by jury of any dispute arising under or relating to this Agreement and agrees that either of them may file any such dispute shall be tried before a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationjudge sitting without a jury.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in any federal or state court located in the State of New York in New York County and each of the The parties hereby submits irrevocably and unconditionally submit to the exclusive jurisdiction of such courts for any New York State court or federal court of the purpose 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, the other Loan Documents or any other action, proceeding or counterclaim between the Borrower and an Indemnitee arising out of or relating to, the transactions contemplated hereby or thereby. The parties hereto irrevocably agree that all claims in respect of any such litigation; providedsuit, that a final judgment action or proceeding may be heard and determined in any such litigation court. The parties hereto agree that service of any process, summons, notice or document by registered mail addressed to the applicable party shall be conclusive and may be enforced in other jurisdictions by suit on effective service of process against such party for any suit, action or proceeding relating to any such dispute. The parties hereto irrevocably waive, to the judgment or in any other manner provided fullest extent permitted by law. Each party irrevocably and unconditionally agrees not to assert (i) , any objection which it they may ever now or hereafter have to the laying of the venue of any such litigation proceeding brought in any federal or state such a court located in the State of New York in New York County, (ii) and any claim that any such litigation proceeding brought in any such a court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigationforum. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process A final judgment in any such litigation suit, action or proceeding brought in any such court may be enforced in any other courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each to whose jurisdiction any party hereto irrevocably and unconditionally waives any right to a trial is or may be subject by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowingsuit upon judgment. THE BORROWER, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationTHE 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. Any litigation against To the fullest extent permissible by Applicable Law, Seller and Purchaser irrevocably submit to the jurisdiction of the federal and state courts having jurisdiction in the City of New York, New York for the purposes of any party to this Agreement suit, action or other proceeding arising out of or in any way relating to this Agreement or any transaction contemplated hereby. Seller and Purchaser further agree that service of any process, summons, notice or document by U.S. registered mail to such party’s or parties’ respective address set forth above shall be brought in effective service of process for any federal action, suit or state court located proceeding in the State of New York with respect to any matters to which it has submitted to jurisdiction as set forth in New York County and the immediately preceding sentence. To the fullest extent permissible by Applicable Law, each of the parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such litigation; provided, that a final judgment in any such litigation shall be conclusive Seller and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party Purchaser also irrevocably and unconditionally agrees not to assert (i) waives trial by jury and any objection which it may ever have to the laying of venue of any such litigation action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the federal and state courts having jurisdiction in the City of New York, New York. To the fullest extent permissible by Applicable Law, each of Seller and Purchaser also irrevocably and unconditionally waives and agrees not to plead or claim in any federal or state such court located in the State of New York in New York County, (ii) any claim that any such litigation action, suit or proceeding brought in any such court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationforum.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against (a) The Seller and the Purchaser hereby irrevocably submit to the non-exclusive jurisdiction of any party to this Agreement New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or in any way relating to this Agreement shall be brought in any federal or state court located in Agreement. To the State of New York in New York County and fullest extent permitted by applicable law, each of the parties hereby submits Seller and the Purchaser irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the exclusive jurisdiction of such courts for the purpose of any such litigation; providedcourt, that a final judgment in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (i) any objection which that it may ever now or hereafter have to the laying of the venue of any such litigation suit, action or proceeding brought in any federal or state such court located in the State of New York in New York County, (ii) and any claim that any such litigation suit, action or proceeding brought in any such court has been brought in an inconvenient forum forum. Each of the Seller and the Purchaser hereby agrees that the mailing of process or other papers in any suit, action or proceeding of the nature referred to in Section 12.5 in the manner provided in Section 9 (iiii) any claim that such court does not have jurisdiction with shall be deemed in every respect to such litigation. To the extent that effective service of process by mail is upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, each party irrevocably consents be taken and held to the be valid personal service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably upon and unconditionally waives any right personal delivery to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationit.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation The Company hereby agrees that any action, proceeding or claim against any party to this Agreement it arising out of of, or relating in any way relating to this Agreement shall be brought in any federal or state court located and enforced in the State New York Supreme Court, County of New York York, or in the United States District Court for the Southern District of New York County York, and each of the parties hereby irrevocably submits to the such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction of and that such courts for represent an inconvenient forum. Any such process or summons to be served upon the purpose of any such litigation; provided, that a final judgment in any such litigation shall be conclusive and Company may be enforced in other jurisdictions served by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (i) any objection which it may ever have to the laying of venue of any such litigation in any federal or state court located in the State of New York in New York County, (ii) any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at its the address for notices provided for hereinset forth in Section 13 hereof. Each party hereto irrevocably Such mailing shall be deemed personal service and unconditionally waives shall be legal and binding upon the Company in any right to a trial by jury and action, proceeding or claim. The Company agrees that either the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of them may file a copy its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of this paragraph with any court as written evidence its stockholders and affiliates) and each of the knowingUnderwriters hereby irrevocably waives, voluntary to the fullest extent permitted by applicable law, any and bargained-for agreement among the parties irrevocably to waive its all right to trial by jury in any litigationlegal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against Each party hereto agrees that it shall bring any party to this Agreement action or proceeding in respect of any questions, claims, disputes, remedies or damages arising out of or in any way relating related to this Agreement shall be brought or the transactions contained in any federal or state court located contemplated hereby exclusively in the United States District Court for Illinois or any Illinois State of New York court sitting in New York DuPage County and each of (the parties hereby “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject hereof (i) irrevocably submits to the exclusive jurisdiction of such courts for the purpose of Chosen Courts, (ii) waives and agrees not to assert any objection to laying venue in any such litigation; providedaction 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 and (iv) agrees that a final judgment in any such litigation action or proceeding shall be conclusive and may be enforced in any other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable legal requirements. Each party irrevocably and unconditionally agrees not to assert (i) any objection which it may ever have to the laying of venue of any such litigation in any federal or state court located in the State of New York in New York CountyEACH PARTY HERETO IRREVOCABLY WAIVES, (ii) any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable lawTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationANY 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.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party (a) The Parties hereby irrevocably submit to this Agreement arising out the jurisdiction of or in any way relating to this Agreement shall be brought in any federal or state court located in the courts of the State of New York and the Federal courts of the United States of America, in each case located in New York County and each City solely in respect of the parties interpretation and enforcement of the provisions of this Agreement, all Exhibits and Schedules hereto and the other Acquisition Documents and in respect of the transactions contemplated hereby, and hereby submits waive, and agree not to the exclusive jurisdiction of such courts assert, as a defense in any proceeding for the purpose interpretation or enforcement hereof or of any such litigation; provideddocument, that a final judgment it is not subject thereto or that such proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such litigation shall be conclusive and document may not be enforced in other jurisdictions or by suit on such courts, and the judgment or Parties hereto irrevocably agree that all claims with respect to such proceeding shall be heard and determined in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (i) any objection which it may ever have to the laying courts of venue of any such litigation in any federal or state court located in the State of New York and the Federal courts of the United States of America, in each case located in New York County, (ii) any claim that any such litigation brought in City. The Parties hereby consent to and grant any such court has been brought in an inconvenient forum jurisdiction over the person of such Parties and (iii) any claim over the subject matter of such dispute and agree that such court does not have jurisdiction with respect to such litigation. To the extent that service mailing of process by mail is or other papers in connection with any such action or proceeding in the manner provided in this Section 9.13 or in such other manner as may be permitted by applicable lawApplicable Law, each party irrevocably consents to the shall be valid and sufficient service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationthereof.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against Each party hereto agrees that it shall bring any party to this Agreement action or proceeding in respect of any questions, claims, disputes, remedies or damages arising out of or in any way relating related to this Agreement shall be brought or the transactions contained in any federal or state court located contemplated hereby exclusively in the United States District Court for Illinois or any Illinois State of New York court sitting in New York DuPage County and each of (the parties hereby “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject hereof (i) irrevocably submits to the exclusive jurisdiction of such courts for the purpose of Chosen Courts, (ii) waives and agrees not to assert any objection to laying venue in any such litigation; providedaction 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 and (iv) agrees that a final judgment in any such litigation action or proceeding shall be conclusive and may be enforced in any other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable legal requirements. Each party irrevocably and unconditionally agrees not to assert (i) any objection which it may ever have to the laying of venue of any such litigation in any federal or state court located in the State of New York in New York CountyEACH PARTY HERETO IRREVOCABLY WAIVES, (ii) any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable lawTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigation.ANY 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

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against Each party hereto agrees that it shall bring any party to this Agreement action or proceeding in respect of any questions, claims, disputes, remedies or damages arising out of or in any way relating related to this Agreement shall be brought or the transactions contained in any federal or state court located contemplated hereby exclusively in the United States District Court for the District of Delaware or any Delaware State of New York court sitting in New York Castle County and each of (the parties hereby “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject hereof (i) irrevocably submits to the exclusive jurisdiction of such courts for the purpose of Chosen Courts, (ii) waives and agrees not to assert any objection to laying venue in any such litigation; providedaction 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 and (iv) agrees that a final judgment in any such litigation action or proceeding shall be conclusive and may be enforced in any other jurisdictions by suit on the judgment or in any other manner provided by lawapplicable Legal Requirements. Each party irrevocably and unconditionally agrees not to assert (i) any objection which it may ever have to the laying of venue of any such litigation in any federal or state court located in the State of New York in New York CountyEACH PARTY HERETO IRREVOCABLY WAIVES, (ii) any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable lawTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationANY 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.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party (a) Each of the Reporting Entity and the Company hereby irrevocably submits and consents to this Agreement arising out the jurisdiction of the federal court located within the County of New York, State of New York (or in any way if such court lacks jurisdiction, the State courts located therein), and irrevocably agrees that all actions or proceedings relating to this Agreement shall and the Notes may be brought litigated in any federal or state court located in the State of New York in New York County such courts, and each of the parties hereby submits to Reporting Entity and the exclusive jurisdiction of such courts for the purpose of any such litigation; provided, that a final judgment in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (i) Company waives any objection which it may ever have based on improper venue or forum non conveniens to the laying of venue conduct of any such litigation in any federal or state court located in the State of New York in New York County, (ii) any claim that any such litigation brought proceeding in any such court has been brought in an inconvenient forum and (iii) waives personal service of any claim and all process upon it, and consents that all such court does not have jurisdiction with respect to such litigation. To the extent that service of process be made by mail is permitted by applicable law, each party irrevocably consents delivery to it at the address of such Person set forth in Section 18 above or to its agent referred to below at such agent’s address set forth below (with a courtesy copy to the Reporting Entity or the Company at the address set forth in Section 18) and that service so made shall be deemed to be completed upon actual receipt. Nothing contained in this section shall affect the right of any holder of Notes to serve legal process in any such litigation other manner permitted by law or to bring any action or proceeding in such the courts by of any jurisdiction against the mailing Company or the Reporting Entity or to enforce a judgment obtained in the courts of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationother jurisdiction.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against Each party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state and federal courts seated in the City of New York, New York (and any party to this Agreement appellate court thereof), in any action or proceeding arising out of or in any way relating to this Agreement shall be brought in Agreement, or for recognition or enforcement of any federal or state court located in the State of New York in New York County judgment relating thereto, and each of the parties hereby submits irrevocably and unconditionally (i) agrees not to the exclusive jurisdiction of commence any such courts for the purpose action or proceeding except in such courts, (ii) agrees that any claim in respect of any such litigation; providedaction or proceeding may be heard and determined in such court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party agrees that a final judgment in any such litigation action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (i) any objection which it may ever have to the laying of venue of any such litigation in any federal or state court located in the State of New York in New York CountyEACH PARTY HEREBY KNOWINGLY, (ii) any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable lawVOLUNTARILY AND INTENTIONALLY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mailDISPUTE, postage prepaidCLAIM, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowingLEGAL ACTION OR OTHER LEGAL PROCEEDING BASED HEREON, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationOR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against To the fullest extent permissible by Applicable Law, the Sellers and Purchaser irrevocably submit to the jurisdiction of the federal and state courts having jurisdiction in the City of New York, New York for the purposes of any party to this Agreement suit, action or other proceeding arising out of or in any way relating to this Agreement or any transaction contemplated hereby. The Sellers and Purchaser further agree that service of any process, summons, notice or document by U.S. registered mail to such party’s or parties’ respective address set forth above shall be brought in effective service of process for any federal action, suit or state court located proceeding in the State of New York with respect to any matters to which it has submitted to jurisdiction as set forth in New York County and the immediately preceding sentence. To the fullest extent permissible by Applicable Law, each of the parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such litigation; provided, that a final judgment in any such litigation shall be conclusive Sellers and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party Purchaser also irrevocably and unconditionally agrees not to assert (i) waives trial by jury and any objection which it may ever have to the laying of venue of any such litigation action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the federal and state courts having jurisdiction in the City of New York, New York. To the fullest extent permissible by Applicable Law, each of the Sellers and Purchaser also irrevocably and unconditionally waives and agrees not to plead or claim in any federal or state such court located in the State of New York in New York County, (ii) any claim that any such litigation action, suit or proceeding brought in any such court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationforum.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in any federal or state court located in the State of New York in New York County and each (a) Each of the parties Parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such courts any court of the United States or any state court, which in either case is located in the City of New York (each, a “New York Court”), for purposes of enforcing this Agreement or determining any claim arising from or related to the purpose of transactions contemplated by this Agreement. In any such litigation; providedaction, that a final judgment in any such litigation shall be conclusive and may be enforced in suit or other jurisdictions by suit on proceeding, each of the judgment or in any other manner provided by law. Each party Parties hereto irrevocably and unconditionally waives and agrees not to assert (i) by way of motion, as a defense or otherwise any objection which claim that it may ever have is not subject to the laying of venue jurisdiction of any such litigation in any federal or state court located in the State of New York in Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York CountyCourt, (ii) any claim that any such litigation brought in any such court has been action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; provided, that nothing set forth in this sentence shall prohibit any of the Parties hereto from removing any matter from one New York Court to another New York Court. Each of the Parties hereto also agrees that any final and (iii) unappealable judgment against a Party hereto in connection with any claim action, suit or other proceeding will be conclusive and binding on such Party and that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process award or judgment may be enforced in any such litigation in such courts by court of competent jurisdiction, either within or outside of the mailing United States. A certified or exemplified copy of such process by registered award or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written judgment will be conclusive evidence of the knowingfact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, voluntary if delivered or sent in accordance with Section 10.2 of the Purchase Agreement, constitute good, proper and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationsufficient service thereof.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against The Issuers hereby waive all right to trial by jury in any party to this Agreement proceeding (whether based upon contract, tort or otherwise) in any way arising out of or in any way relating to this Agreement shall be brought in any federal or state court located in the State of New York in New York County and each of the parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such litigation; provided, Agreement. The Issuers agree that a final judgment in any such litigation proceeding brought in any such court shall be conclusive and binding upon the Issuers and may be enforced in any other jurisdictions courts in the jurisdiction of which the Issuers are or may be subject, by suit on upon such judgment. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment or of any Specified Court in a Related Proceeding, as to which such jurisdiction is non-exclusive) of the Specified Courts in any other manner provided Related Proceeding. Service of any process, summons, notice or document by lawmail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. Each party The parties irrevocably and unconditionally agrees not to assert (i) waive any objection which it may ever have to the laying of venue of any such litigation Related Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any federal or state court located in the State of New York in New York County, (ii) any claim Specified Court that any such litigation Related Proceeding brought in any such court Specified Court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationforum.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in any federal or state court located in The Borrower and the State of New York in New York County and each of the parties Guarantors hereby submits submit to the exclusive jurisdiction of such courts the United States District Court for the purpose Southern District of New York and of any New York State court sitting in the County of New York, and of any appellate court of any thereof for purposes of all legal proceedings arising out of or relating to this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby. The Borrower and the Guarantors irrevocably waive, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of the venue of any such litigation; providedproceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each of the parties hereto agrees that, that to the extent permitted by law, a final judgment in any such litigation action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (i) Nothing in this Agreement shall affect any objection which it right that the Administrative Agent or any other Lender or any L/C Issuer may ever otherwise have to bring any action or proceeding relating to this Agreement against the laying of venue Borrower or its properties in the courts of any such litigation in any federal or state court located in the State of New York in New York County, (ii) any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for hereinjurisdiction. Each party hereto hereto, including the Borrower, the Guarantors, the Administrative Agent, the L/C Issuer and the Lenders, hereby irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its all right to trial by jury in any litigationlegal proceeding arising out of or relating to any Loan Document or the transactions contemplated thereby.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party (a) The Company hereby irrevocably submits and consents to this Agreement arising out the jurisdiction of the federal court located within the County of New York, State of New York (or in any way if such court lacks jurisdiction, the State courts located therein), and irrevocably agrees that all actions or proceedings relating to this Agreement shall be brought in any federal or state court located in and the State of New York in New York County and each of the parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such litigation; provided, that a final judgment in any such litigation shall be conclusive and Notes may be enforced litigated in other jurisdictions by suit on such courts, and the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (i) Company waives any objection which it may ever have based on improper venue or forum non conveniens to the laying of venue conduct of any such litigation proceeding in any federal such court and waives personal service of any and all process upon it, and consents that all such service of process be made by delivery to it at the address of such Person set forth in Section 18 above or state court located to its agent referred to below at such agent’s address set forth below (with a courtesy copy to the Company at the address set forth in Section 18) and that service so made shall be deemed to be completed upon actual receipt. The Company hereby irrevocably appoints STERIS CORPORATION NOTE PURCHASE AGREEMENT CT Corporation System, with an office on the date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, as its agent for the purpose of accepting service of any process within the State of New York York. Nothing contained in New York County, (ii) this section shall affect the right of any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect holder of Notes to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of serve legal process in any such litigation other manner permitted by law or to bring any action or proceeding in such the courts by of any jurisdiction against the mailing Company or to enforce a judgment obtained in the courts of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationother jurisdiction.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against Each of the Parties hereby agrees that any party to this Agreement claim, suit, action or other proceeding, directly or indirectly, arising out of of, under or in any way relating to this Agreement shall will be brought heard and determined in any federal or state court located in the Chancery Court of the State of New York in New York County Delaware (and each agrees that no such claim, action, suit or other proceeding relating to this Agreement will be brought by it or any of its Affiliates except in such court), and the parties Parties hereby submits irrevocably and unconditionally submit to the exclusive jurisdiction of any such courts for court in any such claim, suit, action or other proceeding and irrevocably and unconditionally waive the purpose defense of an inconvenient forum to the maintenance of any such litigation; providedclaim, suit, action or other proceeding. Each of the parties hereto further agrees that, to the fullest extent permitted by applicable law, service of any process, summons, notice or document by U.S. registered mail to such Person's address for notice forth in Section 8(g) will be effective service of process for any claim, action, suit or other proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. The Parties hereto hereby agree that a final judgment in any such litigation shall claim, suit, action or other proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each party of the Parties irrevocably and unconditionally agrees not to assert (i) any objection which it may ever have waives, to the laying of venue of any such litigation in any federal or state court located in the State of New York in New York County, (ii) any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigation. To the fullest extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right all rights to trial by jury in connection with any litigationlitigation arising out of or relating to this Agreement or the transactions contemplated hereby.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in any federal or state court located in the State of New York in New York County and each of the The parties hereby submits irrevocably and unconditionally submit to the exclusive jurisdiction of such courts for any New York State court or Federal court of the purpose 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, the other Loan Documents or any other action, proceeding or counterclaim between the Borrower and an Indemnitee arising out of or relating to, the transactions contemplated hereby or thereby. The parties hereto irrevocably agree that all claims in respect of any such litigation; providedsuit, that a final judgment action or proceeding may be heard and determined in any such litigation court. The parties hereto agree that service of any process, summons, notice or document by registered mail addressed to the applicable party shall be conclusive and may be enforced in other jurisdictions by suit on effective service of process against such party for any suit, action or proceeding relating to any such dispute. The parties hereto irrevocably waive, to the judgment or in any other manner provided fullest extent permitted by law. Each party irrevocably and unconditionally agrees not to assert (i) , any objection which it they may ever now or hereafter have to the laying of the venue of any such litigation proceeding brought in any federal or state such a court located in the State of New York in New York County, (ii) and any claim that any such litigation proceeding brought in any such a court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigationforum. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process A final judgment in any such litigation suit, action or proceeding brought in any such court may be enforced in any other courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each to whose jurisdiction any party hereto irrevocably and unconditionally waives any right to a trial is or may be subject by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowingsuit upon judgment. THE BORROWER, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationTHE 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. Any litigation against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in any federal or state court located in the State of New York in New York County and each of the The parties hereby submits irrevocably and unconditionally submit to the exclusive jurisdiction of such courts for any New York State court or Federal court of the purpose 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, the other Loan Documents or any other action, proceeding or counterclaim between a Borrower and an Indemnitee arising out of or relating to, the transactions contemplated hereby or thereby. The parties hereto irrevocably agree that all claims in respect of any such litigation; providedsuit, that a final judgment action or proceeding may be heard and determined in any such litigation court. The parties hereto agree that service of any process, summons, notice or document by registered mail addressed to the applicable party shall be conclusive and may be enforced in other jurisdictions by suit on effective service of process against such party for any suit, action or proceeding relating to any such dispute. The parties hereto irrevocably waive, to the judgment or in any other manner provided fullest extent permitted by law. Each party irrevocably and unconditionally agrees not to assert (i) , any objection which it they may ever now or hereafter have to the laying of the venue of any such litigation proceeding brought in any federal or state such a court located in the State of New York in New York County, (ii) and any claim that any such litigation proceeding brought in any such a court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigationforum. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process A final judgment in any such litigation suit, action or 114 proceeding brought in any such court may be enforced in any other courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each to whose jurisdiction any party hereto is or may be subject by suit upon judgment. The Borrowers, the Administrative Agent, the L/C Issuers and the Lenders hereby irrevocably waive any and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its all right to trial by jury in any litigationlegal proceeding arising out of or relating to any Loan Document or the transactions contemplated thereby.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in any federal or state court located in the State of New York in New York County and each of the parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such litigation; provided, that a final judgment in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (ia) any objection which it may ever have to the laying of venue of any such litigation in any federal or state court located in the State of New York in New York CountyYork, (iib) any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (iiic) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigation.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against Each party submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the City of New York, the Borough of Manhattan, for purposes of any party to this Agreement legal proceeding arising out of or in any way relating to this Agreement Agreement; provided that, if such court refuses to so accept or exercise jurisdiction, the Parties shall be brought in any federal or state court located in submit to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in the City of New York County and each York, the Borough of the parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such litigation; provided, that a final judgment in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawManhattan. Each party irrevocably and unconditionally agrees not waives, to assert (i) the fullest extent permitted by law, any objection which it may ever now or hereafter have to the laying of the venue of any such litigation proceeding brought in any federal or state such a court located in the State of New York in New York County, (ii) and any claim that any such litigation proceeding brought in any such a court has been brought in an inconvenient forum and (iii) forum. Each party hereby consents to process being served in any claim that such court does not have jurisdiction action with respect to such litigation. To this Agreement, or any document delivered pursuant hereto, by the extent that service means specified in Section 4.3 to its respective address specified at the time for notices under this Agreement or to any other address of process by mail is permitted by applicable law, each party irrevocably consents which it shall have given written notice to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for hereinother party. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationEACH 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. Any litigation against any party No proceeding related to this Agreement arising out of or the transactions contemplated hereby may be commenced, prosecuted or continued in any way relating to this Agreement shall be brought in any federal or state court located in other than the courts of the State of New York located in the City and County of New York County or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the parties Issuers hereby submits consent to the exclusive jurisdiction of such courts for and personal service with respect thereto. The Issuers shall irrevocably appoint CT Corporation System as an authorized agent pursuant to Section 8(l) of the purpose Purchase Agreement, as their authorized agent in the City and County of New York upon which process may be served in any such litigation; providedsuit or proceeding, and agrees that service of process upon such agent, and written notice of said service to each Issuer, by the person serving the same to the address provided in Section 12, shall be deemed in every respect effective service of process upon each Issuer, as applicable, in such suit or proceeding. The Issuers and each Guarantor hereby waive all right to trial by jury in any proceeding (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Issuers and each Guarantor agree that a final judgment in any such litigation proceeding brought in any such court shall be conclusive and binding upon the Issuers and each Guarantor and may be enforced in any other jurisdictions courts in the jurisdiction of which any Issuer or any Guarantor is or may be subject, by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (i) any objection which it may ever have to the laying of venue of any upon such litigation in any federal or state court located in the State of New York in New York County, (ii) any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationjudgment.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party (a) The Reporting Entity and the Company hereby irrevocably submit and consent to this Agreement arising out the jurisdiction of the federal court located within the County of New York, State of New York (or in any way if such court lacks jurisdiction, the State courts located therein), and irrevocably agrees that all actions or proceedings relating to this Agreement shall and the Notes may be brought litigated in any federal or state court located in the State of New York in New York County such courts, and each of the parties hereby submits to Reporting Entity and the exclusive jurisdiction of such courts for the purpose of any such litigation; provided, that a final judgment in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (i) Company waives any objection which it may ever have based on improper venue or forum non conveniens to the laying of venue conduct of any such litigation in any federal or state court located in the State of New York in New York County, (ii) any claim that any such litigation brought proceeding in any such court has been brought in an inconvenient forum and (iii) waives personal service of any claim and all process upon it, and consents that all such court does not have jurisdiction with respect to such litigation. To the extent that service of process be made by mail is permitted by applicable law, each party irrevocably consents delivery to it at the address of such Person set forth in Section 18 above or to its agent referred to below at such agent’s address set forth below (with a courtesy copy to the Reporting Entity and the Company at the address set forth in Section 18) and that service so made shall be deemed to be completed upon actual receipt. Nothing contained in this section shall affect the right of any holder of Notes to serve legal process in any such litigation other manner permitted by law or to bring any action or proceeding in such the courts by of any jurisdiction against the mailing Company or the Reporting Entity or to enforce a judgment obtained in the courts of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationother jurisdiction.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in any federal or state court located in the State of New York in New York County Purchaser and each of the parties hereby submits Seller irrevocably submit to the exclusive jurisdiction of such courts (a) the Supreme Court of the State of New York, New York County and (b) the United States District Court for the purpose Southern District of New York for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Purchaser and Seller further agree that service of any process, summons, notice or document by U.S. registered mail to such litigation; provided, that a final judgment in any such litigation party’s respective address set forth above shall be conclusive effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Purchaser and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party Seller irrevocably and unconditionally agrees not to assert (i) waive trial by jury and irrevocably and unconditionally waives any objection which it may ever have to the laying of venue of any such litigation action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in any federal or state court located in (a) the Supreme Court of the State of New York in York, New York CountyCounty and (b) the United States District Court for the Southern District of New York, (ii) and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any claim such court that any such litigation action, suit or proceeding brought in any such court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationforum.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against Each party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state and federal courts seated in the City of Los Angeles, California (and any party to this Agreement appellate court thereof), in any action or proceeding arising out of or in any way relating to this Agreement shall be brought in Agreement, or for recognition or enforcement of any federal or state court located in the State of New York in New York County judgment relating thereto, and each of the parties hereby submits irrevocably and unconditionally (i) agrees not to the exclusive jurisdiction of commence any such courts for the purpose action or proceeding except in such courts, (ii) agrees that any claim in respect of any such litigation; providedaction or proceeding may be heard and determined in such court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party agrees that a final judgment in any such litigation action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (i) any objection which it may ever have to the laying of venue of any such litigation in any federal or state court located in the State of New York in New York CountyEACH PARTY HEREBY KNOWINGLY, (ii) any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable lawVOLUNTARILY AND INTENTIONALLY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mailDISPUTE, postage prepaidCLAIM, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowingLEGAL ACTION OR OTHER LEGAL PROCEEDING BASED HEREON, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationOR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against To the fullest extent permitted by law, each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, if the Delaware Court of Chancery declines to accept jurisdiction over any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in matter, any federal or state court located in the State of New York in New York County Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and each of the parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such litigation; provided, that a final judgment in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert commence any litigation relating thereto except in such courts), (iii) waives any objection which it may ever have to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any federal or state court located in the State of New York in New York County, (ii) any claim Delaware Court that any such litigation brought in any such court therein has been brought in an any inconvenient forum and forum, (iii) acknowledges and agrees that any claim controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement, and (iv) agrees that either to service of them may file process upon such party in any such action or proceeding shall be effective if such process is given as a copy of this paragraph notice in accordance with Section 13 or in any court as written evidence manner prescribed by the Laws of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationState of Delaware.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any Each party hereby irrevocably and unconditionally (a) submits, for itself and its property, to this Agreement arising out the exclusive jurisdiction and venue of or the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in any way relating to this Agreement shall be brought in any federal or state court located the Federal courts of the United States, the Federal courts of the United States sitting in the State of New York Delaware, and any appellate court from any such state or Federal court, in New York County and each of the parties hereby submits any Legal Proceeding with respect to the exclusive jurisdiction subject matter of such courts for this Agreement, including the purpose negotiation, execution or performance of this Agreement, and agrees that all claims in respect of any such litigation; providedLegal Proceeding shall be heard and determined in any such court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Legal Proceeding with respect to the subject matter of this Agreement or the negotiation, execution or performance of this Agreement in any such court, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such Legal Proceeding in any such court and (d) agrees that a final non-appealable judgment in any such litigation Legal Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each party irrevocably and unconditionally agrees not to assert (i) any objection which it may ever have to the laying of venue of any such litigation in any federal or state court located in the State of New York in New York County, (ii) any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationEACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in any federal or state court located in the State of New York in New York County Each Party hereby irrevocably and each of the parties hereby submits unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state and federal courts seated in the City of New York, New York (and any appellate court thereof), in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such courts for the purpose action or proceeding except in such courts, (ii) agrees that any claim in respect of any such litigation; providedaction or proceeding may be heard and determined in such court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each Party agrees that a final judgment in any such litigation action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (i) any objection which it may ever have to the laying of venue of any such litigation in any federal or state court located in the State of New York in New York CountyEACH PARTY HEREBY KNOWINGLY, (ii) any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable lawVOLUNTARILY AND INTENTIONALLY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mailDISPUTE, postage prepaidCLAIM, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowingLEGAL ACTION OR OTHER LEGAL PROCEEDING BASED HEREON, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationOR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party No proceeding related to this Agreement arising out of or the transactions contemplated hereby may be commenced, prosecuted or continued in any way relating to this Agreement shall be brought in any federal or state court located in other than the courts of the State of New York located in the City and County of New York County or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the parties Company and the Shareholder hereby submits irrevocably and unconditionally consent to the exclusive jurisdiction of such courts for the purpose of any such litigation; providedand personal service with respect thereto, that a final judgment in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (i) waive any objection which it may ever have to the laying of venue of any such litigation in any federal such courts and agree not to plead or state court located in the State of New York in New York County, (ii) any claim that any such litigation brought in any such court courts has been brought in an inconvenient forum and (iii) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for hereinforum. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary Company and bargained-for agreement among the parties irrevocably to Shareholder hereby waive its all right to trial by jury in any litigationproceeding (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Company and the Shareholder irrevocably agrees to designate a service company located in the United States as its agent for service of process and consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is located. Each of the Company and the Shareholder agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts in the jurisdiction of which the Company are or may be subject, by suit upon such judgment.

Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against (a) Each Party irrevocably agrees that any party to this Agreement Action arising out of or in any way relating to this Agreement or any of the transactions contemplated hereby shall be brought and determined in the United States District Court for the District of Nevada (or, if subject matter jurisdiction in that court is not available, in the state courts of Nevada (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 federal or state court located in other than the State of New York in New York County aforesaid courts), and each of the parties Party hereby irrevocably submits with regard to any such Action for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of such courts for the purpose aforesaid courts. Each Party hereby irrevocably waives, and agrees not to assert, by way of any such litigation; providedmotion, that as a final judgment defense, counterclaim or otherwise, in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert Action: (i) any objection which claim that it may ever have is not personally subject to the laying jurisdiction of venue of the above-named courts for any such litigation in any federal or state court located in reason other than the State of New York in New York County, failure to lawfully serve process; (ii) that it or its property is exempt or immune from jurisdiction of such courts or from any claim legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (iii) that any (A) such litigation brought Action in any such court has been is brought in an inconvenient forum forum; (B) the venue of such Action is improper; and (iiiC) any claim that this Agreement, the transactions contemplated hereby or the subject matter hereof or thereof, may not be enforced in or by such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigationcourts.