Common use of Submission To Jurisdiction; Waivers Clause in Contracts

Submission To Jurisdiction; Waivers. Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, and each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by Law.

Submission To Jurisdiction; Waivers. Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition Investor, Parent and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, and each of the Parties Company hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, unconditionally submit to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring Delaware Court of Chancery (or if, (but only if) the Delaware Court of Chancery shall be unavailable, any legal action other court of the State of Delaware or proceeding any federal court sitting in the State of Delaware), with respect to any actions, suits or proceedings arising out of or relating to this Agreement or for recognition and enforcement the transactions contemplated hereby and further agree that service of any judgment in respect hereof process, summons, notice or document by registered mail to the addresses set forth on this Agreement shall be effective service of process for any action, suit or proceeding brought against any such party in any court other than the aforesaid courtssuch court. Each of the Parties Investor, Parent and the Company hereby irrevocably waivesand unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in the Delaware Court of Chancery (or if, (but only if) the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any federal court sitting in the State of Delaware), and hereby further irrevocably and unconditionally waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE INVESTOR, (ii) the venue of such suitPARENT AND THE COMPANY HERETO HEREBY WAIVES TRIAL BY JURY AND/OR ANY DEFENSES BASED UPON THE VENUE, action or proceeding is improper and (iii) this AgreementTHE INCONVENIENCE OF THE FORUM, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by LawOR THE LACK OF PERSONAL JURISDICTION IN ANY ACTION OR SUIT ARISING FROM SUCH DISPUTE WITH JURISDICTION AND/OR VENUE SO SELECTED.

Submission To Jurisdiction; Waivers. Each of PV, AF and the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, and each of the Parties Company hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, unconditionally submit to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring Delaware Court of Chancery (or if, (but only if) the Delaware Court of Chancery shall be unavailable, any legal action other court of the State of Delaware or proceeding any federal court sitting in the State of Delaware), with respect to any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby and further agree that service of any process, summons, notice or document by registered mail to the addresses set forth on this Agreement shall be effective service of process for any action, suit or proceeding brought against any such Party in any such court. Each of PV, AF, and the Company hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or for recognition and enforcement the transactions contemplated hereby, in the Delaware Court of Chancery (or if, (but only if) the Delaware Court of Chancery shall be unavailable, any judgment in respect hereof in any other court other than the aforesaid courts. Each of the Parties State of Delaware or any federal court sitting in the State of Delaware), and hereby further irrevocably waives, and unconditionally waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF PV, (ii) the venue of such suitAF, action or proceeding is improper and (iii) this AgreementPARENT AND THE COMPANY HEREBY WAIVES TRIAL BY JURY AND/OR ANY DEFENSES BASED UPON THE VENUE, or the subject matter hereofTHE INCONVENIENCE OF THE FORUM, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by LawOR THE LACK OF PERSONAL JURISDICTION IN ANY ACTION OR SUIT ARISING FROM SUCH DISPUTE WITH JURISDICTION AND/OR VENUE SO SELECTED.

Submission To Jurisdiction; Waivers. Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other another Party or its successors or assigns may be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the any federal courts, any court of the United States located in the State Commonwealth of Delaware, Pennsylvania or any state court located in the Commonwealth of Pennsylvania and each of the Parties Party hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees courts, provided that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement the judgment of any judgment in respect hereof in such court may be enforced by any court other than the aforesaid courtsof competent jurisdiction. Each of the Parties Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, ; (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), courts; and (c) to the fullest extent permitted by applicable Law, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by LawTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS A PLAINTIFF, DEFENDANT OR OTHERWISE) AGAINST ANY OTHER PARTY, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF, RELATING TO OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS.

Submission To Jurisdiction; Waivers. Each of the Parties Stockholder and Parent irrevocably agrees that any legal action or proceeding with respect to this Agreement any voting document or for recognition and enforcement of any judgment in respect hereof hereto or thereof brought by any Other Party the other party hereto or its successors or assigns may be brought and determined exclusively in the Court of Chancery courts of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of DelawareNew York, and each of the Parties Stockholder and Parent hereby irrevocably submits submit with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties Stockholder and Parent hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processprocess in accordance with this Section 6(i), (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Lawlaw, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by LawEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6(i).

Submission To Jurisdiction; Waivers. Each Subject to the provisions of Section 11.6, each of the Parties parties (including each Designee) hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof hereof, other than with respect to any dispute subject to arbitration under Section 11.6 (but including for enforcement of the arbitration provisions contained in Section 11.6 or any award resulting therefrom) brought by any Other Party other party hereto or its successors or assigns may shall be brought and determined exclusively only in the United States District Court for the Southern District of Chancery New York, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, only in the courts of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court New York. Each of the United States located in the State of Delaware, and each of the Parties parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to of its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofthe transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processin accordance with Section 11.4, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by the applicable Lawlaw, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by Law.

Submission To Jurisdiction; Waivers. Each of the Parties party hereto hereby irrevocably agrees that and unconditionally: (a) submits for itself and its property in any legal action or proceeding with respect relating to this Agreement and the Notes, or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in thereof, to the Court jurisdiction of Chancery the Courts of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested New York in the federal courtsBorough of Manhattan, any court City of New York, the courts of the United States located in of America for the State Southern District of DelawareNew York, and each appellate courts from any thereof and to the courts of its own corporate domicile in respect of any actions brought against it as a defendant in any action or proceeding arising out of this Agreement or the Parties hereby irrevocably submits with regard to Notes; (b) consents that any such action or proceeding for itself may be brought in such courts and in respect to its property, generally and unconditionally, waives any objection that it may now or hereafter have to the exclusive jurisdiction venue of the aforesaid courts and agrees that it will not bring any legal such action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in that such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment action or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is proceeding was brought in an inconvenient forumcourt, agrees not to plead or claim the same and, to the extent permitted by the applicable law, waives any right to which it may be entitled on account of place of residence or domicile; (iic) agrees that the venue of final judgment in any such suit, action or proceeding is improper shall be conclusive and (iii) this Agreement, or the subject matter hereof, binding and may not be enforced in other jurisdictions by suit on the judgment or in any manner provided by such courts. Each Party irrevocably consents to law; (d) in the case of the Borrower, agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to CT Corporation System as the manner provided Borrower’s agent in New York City for notices service of process at its address at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other address of which the Administrative Agent shall have been notified in Section 9.2writing by the Borrower; provided (e) agrees that nothing in this Agreement herein shall affect the right to effect service of any Party to serve process in any other manner permitted by Lawlaw; and (f) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

Submission To Jurisdiction; Waivers. Each of the Parties irrevocably agrees that parties hereto (a) consents to submit itself to the personal jurisdiction of any legal action Delaware state court or proceeding with respect any Federal court located in the State of Delaware in the event any dispute arises out of or under or relates to this Agreement or for recognition any of the transactions contemplated hereby and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively agrees, to the extent that such party is not resident in the Court State of Chancery Delaware, to irrevocably appoint CSC The United States Corporation Company as its agent for service of process, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action, suit or proceeding arising out of or under or relating to this Agreement or any of the transactions contemplated hereby, in any court other than any Delaware state court or any Federal court located in the State of Delaware orand (d) waives any right to trial by jury with respect to any action, if suit or proceeding arising out of or under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, or relating to this Agreement or any court of the United States transactions contemplated hereby. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or under or relating to this Agreement or any of the transactions contemplated hereby in any Delaware state court or any Federal court located in the State of Delaware, and each of the Parties hereby further irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, unconditionally waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by Law.

Submission To Jurisdiction; Waivers. Each The Company and each of the Parties Shareholders irrevocably agrees that any legal action or proceeding with respect consents to this Agreement or for recognition the exclusive jurisdiction and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively venue 49 45 in the United States District Court for the Southern District of Chancery New York and in the courts hearing appeals therefrom unless no federal subject matter jurisdiction exists, in which event, the Company and each of the Shareholders irrevocably consents to the exclusive jurisdiction and venue in the Supreme Court of the State of Delaware orNew York, if under applicable Law exclusive jurisdiction over such matter is vested New York County, and in the federal courtscourts hearing appeals therefrom, for the resolution of any court dispute, action, suit or proceeding arising out of the United States located in the State of Delaware, or relating to this Agreement. The Company and each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties Shareholders hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement Agreement, the defense of any judgment in respect hereofsovereign immunity, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processprocess in accordance with this Section, (b) that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Lawlaw, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding is improper and (iii) improper, or that this Agreement, or the subject matter hereofhereof or thereof, may not be enforced in or by such courtscourts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, fettxx xx delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each Party irrevocably consents The Company and each of the Shareholders hereby respectively appoints Cravath, Swaine & Moorx xxx Simpxxx Xxxxxxx & Xartxxxx xx their respective offices in New York, New York (each a "Process Agent"), as the designees, appointees and agents of the Company and the Shareholders, respectively, to receive, for and on such parties' behalf, service of process in such jurisdiction in any legal action or proceeding with respect to this Agreement and such service shall be deemed complete upon delivery thereof to the applicable Process Agent; provided, that in the case of any such service upon a Process Agent, the party effecting such service shall also deliver a copy thereof to the party who designated such Process Agent in the manner provided for notices in Section 9.2; provided 10.01. Each party shall take all such action as may be necessary to continue said appointment in full force and effect or to appoint another agent so that nothing it will at all times have an 50 46 agent for service of process for the above purposes in New York, New York. The Company and each of the Shareholders further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. Nothing herein shall affect the right of any Party party to serve process in any other manner permitted by Lawlaw. The Company and each of the Shareholders expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of New York and of the United States of America; provided, that each such party's consent to jurisdiction and service contained in this Section is solely for the purpose referred to in this Section and shall not be deemed to be a general submission to said courts or in the State of New York other than for such purpose.

Submission To Jurisdiction; Waivers. (a) Each of Local Borrowing Subsidiary hereby irrevocably and unconditionally submits to the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement non-exclusive jurisdiction of any judgment in respect hereof brought by any Other Party New York state or its successors or assigns may be brought and determined exclusively federal court sitting in the Court City of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, New York and any competent court of the United States located in jurisdiction under the State laws of Delawarewhich such Local Borrowing Subsidiary is organized (the “local court”), and each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring appellate court from any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwisethereof, in any action or proceeding with respect arising out of or relating to this Agreement Agreement, the Notes or for recognition any Draft. Each Local Borrowing Subsidiary hereby irrevocably and enforcement of any judgment unconditionally agrees that all claims in respect hereofof such action or proceeding may be heard and determined in such New York state court or local court or, (a) any claim that it is not personally subject to the jurisdiction extent permitted by law, in such federal court. Each Local Borrowing Subsidiary hereby irrevocably and unconditionally waives, to the fullest extent it may effectively do so, any defense of an inconvenient forum to the above-named courts for any reason other than the failure to lawfully serve process, (b) that it maintenance of such action or its property is exempt or immune from jurisdiction of proceeding in any such court and any right of jurisdiction on account of the place of residence or from domicile of such Local Borrowing Subsidiary. Each Local Borrowing Subsidiary hereby irrevocably and unconditionally appoints the Company as its agent to receive on behalf of such Local Borrowing Subsidiary and its property service of copies of the summons and complaint and any legal other process commenced which may be served in any such action or proceeding in any such New York state or federal court. In any such action or proceeding in such courts New York state or federal court sitting in the City of New York, such service may be made on such Local Borrowing Subsidiary by delivering a copy of such process to such Local Borrowing Subsidiary in care of the Company at the Company’s address listed in Section 14.2 and by depositing a copy of such process in the mails by certified or registered air mail, addressed to such Local Borrowing Subsidiary (whether through such service to be effective upon such receipt by the Company and the depositing of noticesuch process in the mails as aforesaid). Each Local Borrowing Subsidiary hereby irrevocably and unconditionally authorizes and directs the Company to accept such service on its behalf. Each Local Borrowing Subsidiary hereby agrees that, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Lawlaw, that (i) the Action a final judgment in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper shall be conclusive and (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted provided by Lawlaw.

Submission To Jurisdiction; Waivers. Each of the Parties GBC, Fortune, ACCO and Acquisition Sub irrevocably agrees that any legal action or proceeding with respect to this Agreement Agreement, the transactions contemplated hereby, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect hereof brought by any Other Party another party hereto or its successors or permitted assigns may be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the any federal courts, any or state court of the United States located in the State of Delaware, and each of the Parties GBC, Fortune, ACCO and Acquisition Sub hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties GBC, Fortune, ACCO and Acquisition Sub hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement Agreement, the transactions contemplated hereby, any provision hereof or for recognition and enforcement of any judgment in respect the breach, performance, enforcement, validity or invalidity hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (c) to the fullest extent permitted by applicable LawApplicable Laws, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by Law.

Submission To Jurisdiction; Waivers. (a) Each of the Parties Company, Purchaser and Merger Sub hereby (i) irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party another party hereto or its successors or assigns may shall be brought brought, tried and determined exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, only if under applicable Law exclusive the Delaware Court of Chancery declines to accept jurisdiction over such matter is vested in the federal courtsa particular matter, any state or federal court of the United States located in within the State of Delaware, ); (ii) irrevocably and each of the Parties hereby irrevocably unconditionally consents and submits with regard to itself and its property in any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive general jurisdiction of and venue in the aforesaid courts Delaware Court of Chancery and agrees that it will not bring any legal action state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or proceeding with respect to this Agreement or for recognition and enforcement federal court within the State of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties hereby Delaware); (iii) irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processprocess in accordance with Section 8.2 and Section 8.11(b) hereof, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forumforum or venue, (ii) the venue of such suit, action or proceeding is improper and (iii) that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction; (iv) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each Party ; and (v) irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the manner provided for notices in Section 9.2; provided that nothing mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement Agreement, such service of process to be effective upon acknowledgement of receipt of such registered mail. Nothing herein shall affect the right of any Party party to serve process in any other manner permitted by Law.

Submission To Jurisdiction; Waivers. (a) Each of the Parties Company, Purchaser and Merger Sub hereby irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party another party hereto or its successors or assigns may shall be brought and determined exclusively in the Court any federal or state court of Chancery of the State of Delaware or, if under applicable Law exclusive competent jurisdiction over such matter is vested located in the federal courts, any court Borough of the United States located Manhattan in the State of Delaware, New York and each party hereto irrevocably consents to the jurisdiction and venue in the United States District Court for the Southern District of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself New York and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courtshearing appeals therefrom. Each of the Parties party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processprocess in accordance with Section 8.2 and Section 8.11(b) hereof, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Lawlaw, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) that this Agreement, or the subject matter hereof, may not be enforced in or by such courtscourts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each Party party irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the manner provided for notices in Section 9.2; provided that nothing mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement Agreement, such service of process to be effective upon acknowledgement of receipt of such registered mail. Nothing herein shall affect the right of any Party party to serve process in any other manner permitted by Lawlaw or to commence legal proceedings or otherwise proceed against the other party in any other jurisdiction in which the other party in any other jurisdiction in which the other party may be subject to suit.

Submission To Jurisdiction; Waivers. Each of the Parties Party hereby irrevocably (a) agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other another Party or its successors or permitted assigns may shall be brought and determined exclusively in the Court any federal or state court of Chancery of the State of Delaware or, if under applicable Law exclusive competent jurisdiction over such matter is vested located in the federal courts, any court Borough of the United States located Manhattan in the State of Delaware, New York and each (b) consents to the jurisdiction of the Parties hereby irrevocably submits with regard to any and venue in such action or proceeding for itself courts and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courtshearing appeals therefrom. Each of the Parties Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (a) any claim that it such Party is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processprocess in accordance with this Section 9.11, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Applicable Law, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) that this Agreement, or the subject matter hereof, may not be enforced in or by such courtscourts and further irrevocably waives, to the fullest extent permitted by Applicable Law, the benefit of any defense that would hinder, fxxxxx or delay the levy, execution or collection of any amount to which the Party is entitled pursuant to the final judgment of any court having jurisdiction. Each Party irrevocably consents to service hereby (x) agrees that process in any such action may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court and (y) mailing of process or other papers in connection with any such action or proceeding in the manner provided for notices in Section 9.2; provided that nothing 9.2 or in this Agreement shall affect the right of any Party to serve process in any such other manner as may be permitted by LawApplicable Law shall be valid and sufficient service thereof.

Submission To Jurisdiction; Waivers. Each of the Parties Apple Holdco, Parent and MergerSub irrevocably agrees that any legal action or proceeding Action with respect to this Agreement Agreement, the Transactions, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect hereof brought by any Other Party another party hereto or its successors or permitted assigns may shall be brought and determined exclusively in the Court of Chancery or other courts of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, and each of the Parties Apple Holdco, Parent and MergerSub hereby irrevocably submits and consents with regard to any such action Action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties Apple Holdco, Parent and MergerSub hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding Action with respect to this Agreement Agreement, the Transactions, any provision hereof or for recognition and enforcement of any judgment in respect the breach, performance, enforcement, validity or invalidity hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reason other than the failure to lawfully serve processreason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable LawLaws, that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents party hereto hereby agrees that, to the fullest extent permitted by Law, service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.4 shall be effective service of process for any suit or proceeding in the manner provided for notices in Section 9.2; provided that nothing in connection with this Agreement shall affect or the right of any Party to serve process in any other manner permitted by Lawtransactions contemplated hereby.

Submission To Jurisdiction; Waivers. Each of the Parties parties hereto irrevocably and unconditionally agrees that it will not commence any legal action action, litigation or proceeding with respect of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any way relating to this Agreement or for recognition and enforcement of the transactions relating hereto or thereto, in any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in forum other than the Court of Chancery courts of the State of Delaware orNew York sitting in New York, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courtsNew York, any court and of the United States located in District Court of the State Southern District of DelawareNew York, and any appellate court from any thereof, and each of the Parties hereby parties hereto irrevocably and unconditionally submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid such courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment all claims in respect hereof in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court action, litigation or from any legal process commenced proceeding may be heard and determined in such courts (whether through service of noticeNew York state court or, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Lawlaw, in such federal court. Each of the parties hereto agrees that (i) the Action a final judgment in any such court is brought action, litigation or proceeding shall be conclusive and may be enforced in an inconvenient forumother jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto irrevocably and unconditionally waives, (ii) to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of such suit, any action or proceeding is improper and (iii) arising out of or relating to this Agreement, or the subject matter hereof, may not be enforced Agreement in or by such courtsany court referred to herein. Each Party of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing 9.7. Nothing in this Agreement shall will affect the right of any Party party hereto to serve process in any other manner permitted by Lawapplicable law.

Submission To Jurisdiction; Waivers. Each of the Parties Stockholder and Parent irrevocably agrees that any legal action or proceeding Action with respect to this Agreement Agreement, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect hereof brought by any Other Party another party hereto or its successors or permitted assigns may shall be brought and determined exclusively in the Court of Chancery or other courts of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, and each of the Parties Stockholder and Parent hereby irrevocably submits and consents with regard to any such action Action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties Stockholder and Parent hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding Action with respect to this Agreement Agreement, any provision hereof or for recognition and enforcement of any judgment in respect the breach, performance, enforcement, validity or invalidity hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reason other than the failure to lawfully serve processreason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable LawLaws, that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents party hereto hereby agrees that, to the fullest extent permitted by Law, service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6(c) shall be effective service of process for any suit or proceeding in the manner provided for notices in Section 9.2; provided that nothing in connection with this Agreement shall affect or the right of any Party to serve process in any other manner permitted by Lawtransactions contemplated hereby.

Submission To Jurisdiction; Waivers. Each of the Parties ConocoPhillips and Burlington irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party the other party hereto or its successors or assigns may shall be brought and determined exclusively in the Court of Chancery or other courts of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, and each of the Parties ConocoPhillips and Burlington hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts (and, to the fullest extent permitted by law, to the Court of Chancery) and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement accept service of any judgment in respect hereof process in any court other than the aforesaid manner permitted by such courts. Each of the Parties ConocoPhillips and Burlington hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Lawlaw, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents courts and (d) any right to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted a trial by Lawjury.

Submission To Jurisdiction; Waivers. Each of the Parties irrevocably agrees that (a) All judicial proceedings brought against any legal action or proceeding party to this Agreement with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns other Loan Document may be brought in any state or federal court of competent jurisdiction in New York, New York, and determined exclusively by execution and delivery of this Agreement, each party accepts, for itself and in connection with its properties, generally and unconditionally, the Court of Chancery nonexclusive jurisdiction of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal aforesaid courts, and irrevocably agrees to be bound by any court final judgment rendered thereby in connection with this Agreement or any of the United States located in other Loan Documents from which no appeal has been taken or is available. Each party irrevocably consents to the State service of Delaware, and each process of any of the Parties hereby irrevocably submits with regard to aforementioned courts in any such action or proceeding for itself and in respect by the mailing of copies thereof by registered or certified mail, postage prepaid, to its property, generally and unconditionally, to notice address specified on the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect signature pages hereof, such service to become effective ten (a10) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processdays after such mailing. EACH LOAN PARTY, EACH ISSUING LENDER, THE ADMINISTRATIVE AGENT, AND EACH LENDER IRREVOCABLY WAIVES (bA) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and B) ANY OBJECTION (cINCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsWHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY JURISDICTION SET FORTH ABOVE. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement Nothing herein shall affect the right of any Party to serve process in any other manner permitted by Lawlaw or shall limit the right of the Administrative Agent or any Lender or any Loan Party to bring proceedings against any Loan Party in the courts of any other jurisdiction.

Submission To Jurisdiction; Waivers. Each of the Parties irrevocably agrees that parties hereto (a) consents to submit itself to the personal jurisdiction of any legal action Delaware state court or proceeding with respect any Federal court located in the State of Delaware in the event any dispute arises out of or under or relates to this Agreement or any of the transactions contemplated hereby, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for recognition and enforcement leave from any such court, (c) agrees that it will not bring any action, suit or proceeding arising out of or under or relating to this Agreement or any judgment of the transactions contemplated hereby, in respect hereof brought by any Other Party court other than any Delaware state court or its successors or assigns may be brought and determined exclusively any Federal court located in the Court of Chancery of the State of Delaware orand (d) waives any right to trial by jury with respect to any action, if suit or proceeding arising out of or under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, or relating to this Agreement or any court of the United States transactions contemplated hereby. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or under or relating to this Agreement or any of the transactions contemplated hereby in any Delaware state court or any Federal court located in the State of Delaware, and each of the Parties hereby further irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, unconditionally waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by Law.

Submission To Jurisdiction; Waivers. Each of the Parties HoldCo, Parent, Merger Sub A, Merger Sub B and Conectiv irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party party hereto or its successors or assigns may be brought and determined exclusively in the Court Chancery or other Courts of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, or in the United States Courts in or for the District of Delaware, in each case having subject matter jurisdiction, and each of the Parties HoldCo, Parent, Merger Sub A, Merger Sub B and Conectiv hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive nonexclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties HoldCo, Parent, Merger Sub A, Merger Sub B and Conectiv hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processprocess in accordance with this Section 8.9, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (c) to the fullest extent permitted by applicable Lawlaw, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents This Agreement does not involve less than $100,000, and the parties intend that 6 Del.C. Section 2708 shall apply to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by LawAgreement.

Submission To Jurisdiction; Waivers. Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the any federal courts, any or state court of the United States located in the State and County of DelawareNew York (the “Applicable Courts”), and each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts Applicable Courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courtsApplicable Courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts Applicable Courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court Applicable Court or from any legal process commenced in such courts Applicable Court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court Applicable Court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsApplicable Courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by Law.

Submission To Jurisdiction; Waivers. Each of the Parties party hereto hereby irrevocably and unconditionally: (a) agrees that all disputes, controversies, claims, actions and other proceedings involving, directly or indirectly, any legal action matter in any way arising out of, related to, or proceeding with respect to connected with, this Agreement Agreement, any other Loan Document, any contemplated transactions related hereto or for recognition thereto, or the relationship between any Loan Party, on the one hand, and enforcement the Administrative Agent or any Lender or any other Secured Party, on the other hand, and any and all other claims of any judgment in respect hereof brought by Group Member against the Administrative Agent or any Other Lender or any other Secured Party or its successors or assigns may of any kind, shall be brought and determined exclusively only in the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any a state court of the United States located in the State Borough of Delaware, and each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this AgreementManhattan, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process a federal court sitting in the manner provided for notices in Section 9.2Borough of Manhattan; provided that nothing in this Agreement shall affect be deemed to operate to preclude the Administrative Agent or any Lender or any other Secured Party from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Administrative Agent or such Lender or any other Secured Party. The Borrower, on behalf of itself and each other Loan Party, (i) expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court and to the selection of any referee referred to below, (ii) hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court, and (iii) agrees that it shall not file any motion or other application seeking to change the venue of any such suit or other action. The Borrower, on behalf of itself and each other Loan Party, hereby waives personal service of any summons, complaints, and other process issued in any such action or suit and agrees that service of any such summons, complaints, and other process may be made by registered or certified mail addressed to the Borrower at the address set forth in Section 10.2 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of the Borrower’s actual receipt thereof or three days after deposit in the U.S. mails, proper postage prepaid; (b) WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ITS RIGHT TO A JURY TRIAL OF ANY CLAIM, CAUSE OF ACTION, OR PROCEEDING (WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE) BASED UPON, ARISING OUT OF, CONNECTED WITH, OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY AND THEREBY, AMONG ANY OF THE PARTIES HERETO AND THERETO. THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. THE BORROWER HAS REVIEWED THIS WAIVER WITH ITS COUNSEL; and (c) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages; provided that nothing herein shall limit the right of any Party Indemnified Person to serve process be indemnified as provided in any this Agreement and the other manner permitted by Law.Loan Documents. This Section 10.14 shall survive the Discharge of Obligations. 10.15

Submission To Jurisdiction; Waivers. Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, and each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and New York Courts for the purposes of any Action arising out of or relating in any way whatsoever (whether in contract, tort or otherwise) to this Agreement (the “Related Proceeding”). Each Party agrees to commence any such Related Proceeding in the United States District Court for the Southern District of New York or if such Related Proceeding may not be brought in such court for jurisdictional reasons, then in the Supreme Court of the State of New York, New York County. Each Party further agrees that it will not bring service of any legal action process, summons, notice or proceeding document by U.S. registered mail to such Party’s respective address set forth in Section 7.2 shall be effective service of process in New York with respect to any matters to which it has submitted to jurisdiction in this Agreement or for recognition Section 7.10. Each Party irrevocably and enforcement unconditionally waives any objection to the laying of venue of any judgment in respect hereof Related Proceeding in any court other than the aforesaid courts. Each of the Parties New York Court, and hereby and thereby further irrevocably waives, and unconditionally waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is New York Court that any such Related Proceeding brought in any such New York Court has been brought in an inconvenient forum. EACH PARTY HEREBY WAIVES, (ii) the venue of such suitTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by LawANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY RELATED PROCEEDING.

Submission To Jurisdiction; Waivers. Each of the Parties REIT and the Borrower hereby irrevocably agrees that and unconditionally: (a) submits for itself and its Property in any legal action or proceeding with respect relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in thereof, to the Court exclusive general jurisdiction of Chancery the courts of the State of Delaware orNew York, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court courts of the United States located in of America for the State Southern District of DelawareNew York, and each of the Parties hereby irrevocably submits with regard to appellate courts from any thereof; (b) consents that any such action or proceeding for itself may be brought in such courts and in respect to its property, generally and unconditionally, waives any objection that it may now or hereafter have to the exclusive jurisdiction venue of the aforesaid courts and agrees that it will not bring any legal such action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any such court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, or that such action or proceeding was brought in an inconvenient court and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and same; (c) to the fullest extent permitted by applicable Law, agrees that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the manner provided for notices REIT or the Borrower, as the case may be at its address set forth in Section 9.210.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; provided (d) agrees that nothing in this Agreement herein shall affect the right to effect service of any Party to serve process in any other manner permitted by Law.law or shall limit the right to sue in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages. For avoidance of doubt, nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction. 10.13

Submission To Jurisdiction; Waivers. Each Subject to the provisions of Section 4.6 (c) hereinbelow, each of the Parties parties hereto hereby irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party another party hereto or its successors or assigns may shall be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the any federal courts, any or state court of the United States competent jurisdiction located in the State of Delaware, and each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself New York and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courtshearing appeals therefrom. Each of the Parties party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts jurisdiction for any reason other than the failure to lawfully serve processprocess in accordance with the provisions hereof, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Lawlaw, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) that this Agreement, or the subject matter hereof, may not be enforced in or by such courtscourts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each Party party irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the manner provided for notices in Section 9.2; provided that nothing mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement Agreement, such service of process to be effective upon acknowledgement of receipt of such registered mail. Nothing herein shall affect the right of any Party party to serve process in any other manner permitted by Lawlaw or to commence legal proceedings or otherwise proceed against the other party in any other jurisdiction in which the other party in any other jurisdiction in which the other party may be subject to suit.

Submission To Jurisdiction; Waivers. (a) Each of the Parties Company, Purchaser and Merger Sub hereby irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party another party hereto or its successors or assigns may shall be brought and determined exclusively in the Court any federal or state court of Chancery of the State of Delaware or, if under applicable Law exclusive competent jurisdiction over such matter is vested located in the federal courts, any court Borough of the United States located Manhattan in the State of Delaware, New York and each party hereto irrevocably consents to the jurisdiction and venue in the United States District Court for the Southern District of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself New York and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courtshearing appeals therefrom. Each of the Parties party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processprocess in accordance with Section 8.2 and Section 8.11(b) hereof, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Lawlaw, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) that this Agreement, or the subject matter hereof, may not be enforced in or by such courtscourts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each Party party irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the manner provided for notices in Section 9.2; provided that nothing mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement Agreement, such service of process to be effective upon acknowledgement of receipt of such registered mail. Nothing herein shall affect the right of any Party party to serve process in any other manner permitted by Lawlaw or to commence legal proceedings or otherwise proceed against the other party in any other jurisdiction in which the other party in any other jurisdiction in which the other party may be subject to suit.

Submission To Jurisdiction; Waivers. Each of the Parties party hereto irrevocably agrees that and unconditionally: (a) submits for itself and its property in any legal action or proceeding with respect relating to this Agreement or and the other Credit Documents to which it is a party to the exclusive general jurisdiction of the courts of the United States District Court for recognition and enforcement the Southern District of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested New York sitting in the federal courts, any court Borough of the United States located in the State of DelawareManhattan), and each of the Parties hereby irrevocably submits with regard to any appellate court from any thereof; (b) consents that any such action or proceeding for itself and shall be brought in respect to its property, generally and unconditionally, such Federal (to the exclusive jurisdiction of extent permitted by law) or New York State court and waives (to the aforesaid courts and agrees extent permitted by applicable law) any objection that it will not bring may now or hereafter have to the venue of any legal such action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any such court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, or that such action or proceeding was brought in an inconvenient court and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in claim the same or to commence or support any such action or proceeding with respect to this Agreement or for recognition and enforcement of in any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and courts; (c) to the fullest extent permitted by applicable Law, agrees that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in any such action or proceeding shall be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address set forth on Schedule 13.2 at such other address of which the manner provided for notices in Administrative Agent shall have been notified pursuant to Section 9.213.2; provided (d) agrees that nothing in this Agreement herein shall affect the right of the Administrative Agent, any Lender or another Secured Party to serve effect service of process in any other manner permitted by Law.law or to commence legal proceedings or otherwise proceed against the Borrower or any other Credit Party in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 13.13 any special, exemplary, punitive or consequential damages; provided that nothing in this clause (e) shall limit the Credit Parties’ indemnification obligations set forth in Section 13.5. 13.14

Submission To Jurisdiction; Waivers. Each of the Parties The Borrower irrevocably agrees that and unconditionally: (a) submits for itself and its property in any legal action or proceeding with respect relating to this Agreement and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in thereof, to the Court exclusive general jurisdiction of Chancery the courts of the State of Delaware orNew York, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court courts of the United States located of America for the Southern District of New York and appellate courts from any thereof (provided that the Agents and Lenders reserve the right to bring proceedings against any Credit Party in the State courts of Delaware, and each any other jurisdiction in connection with the exercise of any rights under any Security Document or the Parties hereby irrevocably submits with regard to enforcement of any judgment); (b) consents that any such action or proceeding for itself shall be brought solely in such courts (provided that the Agents and Lenders reserve the right to bring proceedings against any Credit Party in respect to its property, generally the courts of any other jurisdiction in connection with the exercise of any rights under any Security Document or the enforcement of any judgment) and unconditionally, waives any objection that it may now or hereafter have to the exclusive jurisdiction venue of the aforesaid courts and agrees that it will not bring any legal such action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any such court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, or that such action or proceeding was brought in an inconvenient court and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and same; (c) to the fullest extent permitted by applicable Law, agrees that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form -165- of mail), postage prepaid, to such Person at its address set forth on Schedule 13.2 or at such other address of which the manner provided for notices in Administrative Agent shall have been notified pursuant to Section 9.213.2; provided (d) agrees that nothing in this Agreement herein shall affect the right to effect service of any Party to serve process in any other manner permitted by Law.law or shall limit the right to xxx in any other jurisdiction; (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 13.13 any special, exemplary, punitive or consequential damages; and (f) hereby irrevocably designates, appoints and empowers the Borrower, in the case of any suit, action or proceeding, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or in connection with this Agreement or any other Credit Document. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such Person in care of the Borrower at the Borrower’s address set forth on Schedule 13.2 or at such other address of which the Administrative Agent shall have been notified pursuant to Section 13.2, and such Person hereby irrevocably authorizes and directs the Borrower to accept such service on its behalf. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 13.14

Submission To Jurisdiction; Waivers. Each of the Parties Company hereby irrevocably agrees that and unconditionally (a) submits for itself and its property in any legal action or proceeding with respect relating to this Agreement and the other Loan Documents (whether arising in contract, tort or otherwise) to which it is a party, or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in thereof, to the Court exclusive general jurisdiction of Chancery the courts of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested New York sitting in the federal courtsCounty of New York, any court the courts of the United States located for the Southern District of New York sitting in the State County of DelawareNew York, and each appellate courts from any thereof; (b) agrees that all claims in respect of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself shall be heard and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced determined in such courts (whether through service of noticeNew York state court or, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Requirements of Law, in such federal court; (c) agrees that (i) the Action a final judgment in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper shall be conclusive and (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law and that nothing in this Agreement or any other Loan Document shall affect any right that Disbursing Agent, Calculation Agent or LC Provider may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against it or any of its assets in the courts of any jurisdiction; (d) waives, to the fullest extent permitted by applicable Requirements of Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in clause (a) above (and irrevocably waives to the fullest extent permitted by applicable Requirements of Law the defense of an inconvenient forum to the maintenance of such courts. Each Party irrevocably action or proceeding in any such court); (e) consents to service of process in the manner provided for notices in Section 9.2; provided 13 (and agrees that nothing in this Agreement shall will affect the right of any Party party hereto to serve process in any other manner permitted by applicable Requirements of Law); and (f) agrees that service of process as provided in Section 13 is sufficient to confer personal jurisdiction over the applicable party in any such proceeding in any such court, and otherwise constitutes effective and binding service in every respect.

Submission To Jurisdiction; Waivers. Each of the Parties Subject to SECTION 6.13 hereof, each party hereto hereby irrevocably agrees that and unconditionally (i) submits for itself and its property in any legal action or proceeding with respect relating to this Reimbursement Agreement or any other Operative Document, or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in thereof, to the Court non- exclusive general jurisdiction of Chancery the courts of the State of Delaware orGeorgia, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court courts of the United States located in of America for the State Northern District of DelawareGeorgia and appellate courts from any thereof, (ii) consents that any such action or proceedings may be brought to such courts, and each waives any objection that it may now or hereafter have to the venue of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees any court or that it will not bring any legal such action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment was brought in respect hereof in any an inconvenient court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assertplead or claim the same, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address set forth in SECTION 8.2 of the manner provided for notices in Section 9.2; provided Participation Agreement or at such other address of which the other parties hereto shall have been notified pursuant to SECTION 8.2 of the Participation Agreement, and (iv) agrees that nothing in this Agreement herein shall affect the right to effect service of any Party to serve process in any other manner permitted by Lawlaw. EACH PARTY, TO THE EXTENT PERMITTED BY LAW, HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG OR BETWEEN THE PARTIES HERETO ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES IN CONNECTION WITH THIS REIMBURSEMENT AGREEMENT, ANY OTHER OPERATIVE DOCUMENT OR ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY THE CREDIT BANK'S ABILITY TO PURSUE ANY REMEDIES CONTAINED IN THIS REIMBURSEMENT AGREEMENT, OR THE OTHER OPERATIVE DOCUMENTS. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE CREDIT BANK TO PROVIDE THE LOAN PURSUANT TO THIS REIMBURSEMENT AGREEMENT.

Submission To Jurisdiction; Waivers. Each of the Parties Parent, Merger Sub and Aquarion irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party party hereto or its successors or assigns may be brought and determined exclusively in the Court Chancery or other Courts of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, or in the United States Courts in or for the District of Delaware, in each case having subject matter jurisdiction, and each of the Parties Parent, Merger Sub and Aquarion hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive nonexclusive jurisdiction of the aforesaid courts courts. By the execution and agrees that it will not bring delivery of this Agreement, Parent appoints The Corporation Trust Company at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (or at such other place within the State of Delaware as may be designated for such purpose), as its agent upon which process may be served in any such legal action or proceeding. Service of process upon such agent, together with notice of such service given to Parent in the manner specified in Section 8.2, shall be deemed in every respect effective service of process upon Parent in any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof proceeding. Nothing herein shall in any court way be deemed to limit the ability of Aquarion to serve any writs, process or summons in any other than the aforesaid courtsmanner permitted by applicable Law or Order or to obtain jurisdiction over Parent in such other jurisdictions and in such manner as may be permitted by applicable Law or Order. Each of the Parties Parent, Merger Sub and Aquarion hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processprocess in accordance with this Section 8.9, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (c) to the fullest extent permitted by applicable LawLaw or Order, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents This Agreement does not involve less than $100,000, and the parties intend that 6 Del.C. (S)2708 shall apply to service this Agreement. Notwithstanding anything contained herein to the contrary, Aquarion understands and agrees that this Section 8.9 is not intended to and shall not be deemed to be a consent by Parent to jurisdiction for any purpose other than the limited purpose of process in the manner provided for notices in Section 9.2; provided that nothing in enforcing this Agreement shall affect the right of any Party to serve process in any other manner permitted by Lawaccordance with its terms.

Submission To Jurisdiction; Waivers. Each Subject to the provisions of Section 9.8, each of the Parties parties hereto (including each Designee) irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof hereof, other than with respect to any dispute subject to arbitration under Section 9.8 (but including for enforcement of the arbitration provisions contained in Section 9.8 or any award resulting therefrom), brought by any Other Party other party hereto or its successors or assigns may shall be brought and determined exclusively only in the United States District Court for the Southern District of Chancery New York, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, only in the courts of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court New York. Each of the United States located in the State of Delaware, and each of the Parties parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to of its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofthe transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processin accordance with Section 9.4, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by the applicable Lawlaw, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by Law.

Submission To Jurisdiction; Waivers. Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, and each of the Parties party hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, : (a) (g) agrees that all disputes, controversies, claims, actions and other proceedings involving, directly or indirectly, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action matter in any such court is brought in an inconvenient forumway arising out of, (ii) the venue of such suitrelated to, action or proceeding is improper and (iii) connected with, this Agreement, any other Loan Document, any contemplated transactions related hereto or thereto, or the subject matter hereofrelationship between any Loan Party, may not on the one hand, and the Administrative Agent or any Lender, on the other hand, and any and all other claims of any the Borrower against the Administrative Agent or any Lender of any kind, shall be enforced brought only in a state court located in Borough of Manhattan, City of New York, State of New York, or by such courts. Each Party irrevocably consents to service of process in a federal court sitting in the manner provided for notices in Section 9.2Southern District of New York; provided that nothing in this Agreement shall affect be deemed to operate to preclude the right of Administrative Agent or any Party to serve process Lender from bringing suit or taking other legal action in any other manner permitted jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Administrative Agent or such Lender. The Borrower (i) expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court and to the selection of any referee referred to below, (ii) hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by Law.such court, and (iii) agrees that it shall not file any motion or other application seeking to change the venue of any such suit or other action. The Borrower hereby waives personal service of any summons, complaints, and other process issued in any such action or suit and agrees that service of any such summons, complaints, and other process may be made by registered or certified mail addressed to the Borrower at the address set forth in Section 10.2 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of the Borrower’s actual receipt thereof or three days after deposit in the U.S. mails, proper postage prepaid;

Submission To Jurisdiction; Waivers. (a) Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other a Party or its successors or assigns may and shall be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located District Court for the Southern District of New York or any New York State court in the State of Delaware, New York County and each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees courts, provided that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and or enforcement of any judgment in respect hereof obtained in accordance with the foregoing may be brought in any court other than the aforesaid courtsof competent jurisdiction. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (a) any claim that it a Party is not personally subject to the jurisdiction of the above-above named courts court for any reason other than the failure to lawfully serve processprocess in accordance with this Section 6.9, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, law that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courtscourt. Each Party irrevocably hereto waives all personal service of any and all process upon such Party related to this Agreement and consents to that all service of process in upon such Party shall be made by hand delivery, certified mail or confirmed telecopy directed to such Party at the manner provided for notices address specified in Section 9.26.1 hereof; provided that nothing in this Agreement and service made by certified mail shall affect be complete seven (7) days after the right of any Party to serve process in any other manner permitted by Lawsame shall have been posted.

Submission To Jurisdiction; Waivers. Each of the Parties Preferred Stockholders, the Company and Parent irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party a party or its successors or assigns may be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court courts sitting in the Southern District of New York. Each of the United States located in Preferred Stockholders, the State Company and Parent, by execution and delivery of Delawarethis Agreement, hereby expressly and each of the Parties hereby irrevocably consents and submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the non-exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties Preferred Stockholders, the Company and Parent hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (a) any claim that it is not personally subject to the jurisdiction of the above-above named courts court for any reason other than the failure to lawfully serve processprocess in accordance with this Section 11.10, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, Law that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and or (iii) this Agreement, Agreement or the Escrow Agreement or the subject matter hereof, hereof or thereof may not be enforced in or by such courtscourt. Each Party irrevocably such party hereto waives all personal service of any and all process upon such party related to this Agreement or the Escrow Agreement and consents to service of any complaint, summons, notice or other process in upon such party that is made by hand delivery, certified mail or confirmed facsimile directed to such party at the manner provided for notices address specified in Section 9.211.1 hereof; provided that nothing in this Agreement and service made by certified mail shall affect be complete seven (7) days after the right of any Party to serve process in any other manner permitted by Lawsame shall have been posted.

Submission To Jurisdiction; Waivers. (a) Each of the Parties Company, Parent and Merger Sub irrevocably agrees that any legal action Proceeding arising out of or proceeding with respect relating to this Agreement or for recognition and enforcement any of any judgment in respect hereof brought by any Other Party or its successors or assigns may the Transactions shall be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such the matter is vested in the federal courts, any court of the United States located in the State of DelawareDelaware (and each such party shall not bring any Proceeding arising out of or relating to this Agreement or any of the Transactions in any court other than the aforesaid courts), and each of the Parties Company, Parent and Merger Sub hereby irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts (it being understood and agrees agreed that it will not bring any legal action Proceeding arising out of or proceeding relating to the Guarantee for Significant Stockholder and the Equity Commitment Letter for Significant Stockholder shall be referred to and finally resolved by arbitration in accordance with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courtsprovisions thereof). Each of the Parties Company, Parent and Merger Sub hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofsuch Proceeding, (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (bii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (ciii) to the fullest extent permitted by applicable Law, that (ix) the Action such Proceeding in any such court is brought in an inconvenient forum, (iiy) the venue of such suit, action or proceeding Proceeding is improper and (iiiz) this Agreement, the Transactions or the subject matter hereofhereof or thereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by Law.

Submission To Jurisdiction; Waivers. Each of the Parties Borrowers, the Administrative Agent and the Lenders hereby irrevocably agrees that and unconditionally: (a) submits for itself and its property in any legal action or proceeding with respect relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively thereof, to the exclusive jurisdiction (except as set forth in the Court proviso below) of Chancery the courts of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested New York sitting in the federal courtsBorough of Manhattan, any court the courts of the United States located in for the State Southern District of DelawareNew York, and each appellate courts from any thereof; provided, that nothing contained herein or in any other Loan Document will prevent any Lender or the Administrative Agent from bringing any action to enforce any award or judgment or exercise any right under the Security Documents or against any Collateral or any other property of the Parties hereby irrevocably submits with regard to any Loan Party in any other forum in which jurisdiction can be established; (b) consents that any such action or proceeding for itself may be brought in such courts and in respect to its property, generally and unconditionally, waives any objection that it may now or hereafter have to the exclusive jurisdiction venue of the aforesaid courts and agrees that it will not bring any legal such action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any such court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, or that such action or proceeding was brought in an inconvenient court and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and same (c) to the fullest extent permitted by applicable Law, agrees that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the manner provided for notices Company, as the case may be at its address set forth in Section 9.210.02 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; provided (d) agrees that nothing in this Agreement herein shall affect the right to effect service of any Party to serve process in any other manner permitted by Lawlaw; and (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any indirect, special, exemplary, punitive or consequential damages. 10.13.

Submission To Jurisdiction; Waivers. Each of the Parties irrevocably agrees that any legal Any suit, action or proceeding with respect to this Agreement or for recognition and enforcement of against any judgment in respect hereof brought by any Other Party or its successors or assigns party hereto may be brought and determined exclusively in any federal or state court of competent jurisdiction located in the Borough of Manhattan in the State of New York, and each party hereto irrevocably consents to the jurisdiction and venue in the United States District Court for the Southern District of Chancery New York and in the courts hearing appeals therefrom unless no federal subject matter jurisdiction exists, in which event, each party hereto irrevocably consents to jurisdiction and venue in the Supreme Court of the State of Delaware orNew York, if under applicable Law exclusive jurisdiction over such matter is vested New York County, and in the federal courts, any court of the United States located in the State of Delaware, and each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courtshearing appeals therefrom. Each of the Parties party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processprocess in accordance with this Section 8.10, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Lawlaw, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding is improper and (iii) improper, or that this Agreement, or the subject matter hereofhereof or thereof, may not be enforced in or by such courtscourts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, fetter or delay the levy, execution or collection of any amount to xxxxx the party is entitled pursuant to the final judgment of any court having jurisdiction. Each Party party hereto agrees that promptly following the date hereof (and in no event more than ten (10) days following the date hereof) it shall irrevocably consents designate a New York Person, such person, upon such designation, to be set forth (along with the address of such U.S. Person) across from such party's name on Exhibit B hereto (each a "Process Agent"), as the designees, appointees and agents of such party to receive, for and on such party's behalf, service of process in such jurisdiction in any legal action or proceeding with respect to this Agreement and such service shall be deemed complete upon delivery thereof to the Process Agent; provided that in the case of any such service upon a Process Agent, the party effecting such service shall also deliver a copy thereof to the party who designated such Process Agent in the manner provided for notices in Section 9.2; provided 8.2. Each party shall take all such action as may be necessary to continue said appointment in full force and effect or to appoint another agent so that nothing it will at all times have an agent for service of process for the above purposes in New York, New York. Each party further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement Agreement, such service of process to be effective upon acknowledgement of receipt of such registered mail. Nothing herein shall affect the right of any Party party to serve process in any other manner permitted by Lawlaw or to commence legal proceedings or otherwise proceed against the other party in any other jurisdiction in which the other party may be subject to suit. Each party expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of New York and of the United States of America; provided that each such party's consent to jurisdiction and service contained in this Section 8.10 is solely for the purpose referred to in this Section 8.10 and shall not be deemed to be a general submission to said courts or in the State of New York other than for such purpose. This Agreement does not involve less than $250,000, and the parties intend that ss.5-1401 of the New York General Obligations Law shall apply to this Agreement. In the event of the transfer of all or substantially all of the assets and business of a Process Agent to any other corporation by consolidation, merger, sale of assets or otherwise, such other corporation shall be substituted hereunder for such Process Agent with the same effect as if originally named herein in place of such party's Process Agent.

Submission To Jurisdiction; Waivers. Each of the Parties party hereto hereby irrevocably agrees that and unconditionally: (a) submits for itself and its property in any legal action or proceeding with respect relating to this Agreement or for recognition and enforcement the other Loan Documents and any Letter of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in Credit to which it is a party to the exclusive general jurisdiction of the Supreme Court of Chancery of the State of Delaware orNew York for the County of New York (the “New York Supreme Court”), if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of and the United States located in District Court for the State Southern District of DelawareNew York (the “Federal District Court” and, and each of together with the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its propertyNew York Supreme Court, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise“New York Courts”), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue appellate courts from either of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2them; provided that nothing in this Agreement shall be deemed or operate to preclude (i) any party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment and (ii) if all such New York Courts decline jurisdiction over any person, or decline (or in the case of the Federal District Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in another court having jurisdiction; (b) consents that any such action or proceeding may be brought in the New York Courts and appellate courts from either of them, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 8.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; (d) agrees that nothing herein shall affect the right to effect service of any Party to serve process in any other manner permitted by Law.law; and (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 8.12 any special, exemplary, punitive or consequential damages (provided that such waiver shall not limit the indemnification obligations of the Guarantors to the extent such special, exemplary, punitive or consequential damages are included in any third party claim with respect to which the applicable Indemnitee is entitled to indemnification under Section 10.5 of the Credit Agreement). 8.13

Submission To Jurisdiction; Waivers. Each of the Parties Apple, Parent and MergerSub irrevocably agrees that any legal action or proceeding Action with respect to this Agreement Agreement, the Transactions, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect hereof brought by any Other Party another party hereto or its successors or permitted assigns may shall be brought and determined exclusively in the Court of Chancery or other courts of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, and each of the Parties Apple, Parent and MergerSub hereby irrevocably submits and consents with regard to any such action Action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties Apple, Parent and MergerSub hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding Action with respect to this Agreement Agreement, the Transactions, any provision hereof or for recognition and enforcement of any judgment in respect the breach, performance, enforcement, validity or invalidity hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processreason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable LawLaws, that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents party hereto hereby agrees that, to the fullest extent permitted by Law, service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.4 shall be effective service of process for any suit or proceeding in the manner provided for notices in Section 9.2; provided that nothing in connection with this Agreement shall affect or the right of any Party to serve process in any other manner permitted by Lawtransactions contemplated hereby.

Submission To Jurisdiction; Waivers. Each of the Parties party hereto irrevocably and unconditionally agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns other Loan Document may be brought and determined exclusively in the Court of Chancery courts of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested New York in the federal courtsborough of Manhattan, any court County of New York or of the United States located in District Court for the State Southern District of DelawareNew York, and, by execution and delivery of this Agreement, the Borrower, on behalf of itself and each of the Parties Grantor, hereby irrevocably submits with regard to any such action or proceeding for itself and accepts in respect to of its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. The Borrower, for itself and on behalf of each Grantor, further irrevocably consents to the service of process out of any of the aforementioned courts and agrees that it will not bring in any legal such action or proceeding with respect to this Agreement by the mailing of copies thereof by registered or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waivescertified mail, and agrees not to assertpostage prepaid, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of Borrower at its address for notices set forth in the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Credit Agreement, or the subject matter hereof, may not be enforced in or by such courtsservice to become effective five (5) days after such mailing. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement Nothing herein shall affect the right of any Party the Lenders or the Agents to serve service of process in any other manner permitted by Lawlaw or to commence legal proceedings or otherwise proceed against the Borrower or any Grantor in any other jurisdiction. The Borrower, for itself and on behalf of each Grantor, hereby expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the jurisdiction or laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an inconvenient forum.

Submission To Jurisdiction; Waivers. Each of the The Parties irrevocably agrees agree that any legal action dispute, controversy or proceeding with respect claim arising out of or relating to the Transactions or to this Agreement Agreement, or for recognition and enforcement of the validity, interpretation, breach or termination thereof, including claims seeking redress or asserting rights under any judgment in respect hereof brought by any Other Party or its successors or assigns may Law, shall be brought and determined resolved exclusively in the Court of Chancery courts of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, or any court of the United States located in the State of DelawareDelaware (the “Delaware Courts”) and appellate courts having jurisdiction of appeals from such Delaware Courts. In that context, and each without limiting the generality of the Parties hereby foregoing, each Party irrevocably and unconditionally: (a) submits with regard to any such action or proceeding for itself and its property in respect to its property, generally and unconditionally, any action relating to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action Transactions or proceeding with respect to this Agreement Agreement, or for recognition and enforcement of any judgment in respect hereof in any court other than thereof, to the aforesaid courts. Each exclusive jurisdiction of the Parties hereby irrevocably waivesDelaware Courts, and appellate courts having jurisdiction of appeals from any of the foregoing courts, and agrees not that all claims in respect of any such action shall be heard and determined in such Delaware CONFIDENTIAL INFORMATION, MARKED BY BRACKETS AND ASTERISKS ([***]), IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. Courts or, to assert, the extent permitted by way of motion, as a defense, counterclaim or otherwiselaw, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, such appellate courts; (b) consents that any such action may and shall be brought exclusively in such courts and waives any objection that it may now or its property is exempt hereafter have to the venue or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action action in any such court is or that such action was brought in an inconvenient forum, and agrees not to plead or claim the same; (iic) waives all right to trial by jury in any action (whether based on contract, tort or otherwise) arising out of or relating to the venue of such suit, action Transactions or proceeding is improper and (iii) to this Agreement, or its performance under or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to enforcement of this Agreement; (d) agrees that service of process in the manner any such action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Party at its address as provided for notices in Section 9.212.7; provided and (e) agrees that nothing in this Agreement shall affect the right to effect service of any Party to serve process in any other manner permitted by Lawthe Laws of the State of Delaware.

Submission To Jurisdiction; Waivers. Each of the Parties party hereto irrevocably agrees that and unconditionally: (i) submits for itself and its Property in any legal action or proceeding with respect relating to this Incremental Joinder Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in thereof, to the Court exclusive general jurisdiction of Chancery the courts of the State of Delaware orNew York, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court courts of the United States located of America for the Southern District of New York, in each case, in the State County of DelawareNew York, Borough of Manhattan, and each of the Parties hereby irrevocably submits with regard to appellate courts from any thereof; (ii) consents that any such action or proceeding for itself may be brought in such courts and in respect to its property, generally and unconditionally, waives any objection that it may now or hereafter have to the exclusive jurisdiction venue of the aforesaid courts and agrees that it will not bring any legal such action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any such court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, or that such action or proceeding was brought in an inconvenient court and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and same; (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to agrees that service of process in the manner provided for notices any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to its address set forth in Section 9.29.2 of the ULCA or at such other address of which the Administrative Agent (or in the case of the Administrative Agent, the other parties hereto) shall have been notified pursuant thereto; provided (iv) agrees that the Agents, the Issuing Banks and the Lenders retain the right to bring proceedings against any Loan Party in the courts of any other jurisdiction in connection with the exercise of any rights under any Security Document or the enforcement of any judgment; (v) agrees that nothing in this Agreement herein shall affect the right to effect service of any Party to serve process in any other manner permitted by Law.law; and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 10(g) any special, exemplary, punitive or consequential damages. (h)

Submission To Jurisdiction; Waivers. Each of the Parties Purchaser and Stockholder irrevocably agrees that any legal action or proceeding with respect consents to this Agreement or for recognition jurisdiction and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively venue in the United States District Court for the Southern District of Chancery New York and in the courts hearing appeals therefrom unless no federal subject matter jurisdiction exists, in which event, each of Purchaser and Stockholder irrevocably consents to jurisdiction and venue in the Supreme Court of the State of Delaware orNew York, if under applicable Law exclusive jurisdiction over such matter is vested New York County, and in the federal courtscourts hearing appeals therefrom, for the resolution of any court of the United States located in the State of Delawaredispute action, and each of the Parties hereby irrevocably submits with regard to any such action suit or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction arising out of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect relating to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courtsAgreement. Each of the Parties Purchaser and Stockholder hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement Agreement, the defense of any judgment in respect hereofsovereign immunity, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processprocess in accordance with this Section , (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding is improper and (iii) improper, or that this Agreement, or the subject matter hereofhereof or thereof, may not be enforced in or by such courtscourts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, fettxx xx delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each Party Purchaser hereby irrevocably consents designates Josexx X. Xxxxxxx & Xons, Inc., with an office as of the date hereof at 375 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxd Stockholder hereby irrevocably designates Philips Electronics North America, with an office as of the date hereof at 1251 Avenue of the Americas, New Xxxx, Xxx Xxxx 00000-0000 (xxch such person, a "PROCESS AGENT"), as the designees, appointees and agents of Purchaser and Stockholder, respectively, to receive, for and on such parties' behalves, service of process in such jurisdiction in any legal action or proceeding with respect to this Agreement and such service shall be deemed complete upon delivery thereof to the other party's Process Agent; provided, that in the case of any such service upon such Process Agent, the party effecting such service shall also deliver a copy thereof to the other party in the manner provided for notices in Section 9.2; provided . Each party shall take all such action as may be necessary to continue said appointment in full force and effect or to appoint another agent so that nothing will at all times have an agent for service of process for the above purposes in New York, New York. Each of Purchaser and Stockholder further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement Agreement, such service of process to be effective upon acknowledgement of receipt of such registered mail. Nothing herein shall affect the right of any Party party to serve process in any other manner 11 11 permitted by LawLaw or to commence legal proceedings or otherwise proceed against the other party in any other jurisdiction in which the other party may be subject to suit. Each of Purchaser and Stockholder expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Laws of the State of New York and of the United States of America; provided, that each such party's consent to jurisdiction and service contained in this Section is solely for the purpose referred to in this Section and shall not be deemed to be a general submission to said courts or in the State of New York other than for such purpose. In the event of the transfer of all or substantially all of the assets and business of a Process Agent to any other corporation by consolidation, merger, sale of assets or otherwise, such other corporation shall be substituted hereunder for the Process Agent with the same effect as if named herein in place of Josexx X. Xxxxxxx & Xons, Inc. and Philips Electronics North America, respectively.

Submission To Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally: (a) agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Affiliate of the Parties irrevocably agrees that foregoing in any legal action or proceeding with respect way relating to this Agreement or for recognition and enforcement of any judgment other Credit Document or the transactions relating hereto or thereto, in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in forum other than the Court of Chancery courts of the State of Delaware orNew York sitting in New York County, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court and of the United States located in District Court of the State Southern District of DelawareNew York, and any appellate court from any thereof, and each of the Parties hereby parties hereto irrevocably and unconditionally submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid such courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment all claims in respect hereof in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court action, litigation or from any legal process commenced proceeding may be heard and determined in such courts (whether through service of noticeNew York State court or, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Lawlaw, in such federal court; (b) consents that (i) any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the Action venue of any such action or proceeding in any such court is or that such action or proceeding was brought in an inconvenient forum, court and agrees not to plead or claim the same; (iic) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the manner provided for notices in Section 9.2applicable party at its respective address set forth on Schedule 12.02 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; provided (d) agrees that nothing in this Agreement herein shall affect the right to effect service of any Party to serve process in any other manner permitted by Law.law or shall limit any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against the Borrower or any other Credit Party or their respective properties in the courts of any jurisdiction; 122

Submission To Jurisdiction; Waivers. Each of the Parties Company and Stockholder irrevocably agrees that any legal action or proceeding with respect consents to this Agreement or for recognition the jurisdiction and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively venue in the United States District Court for the Southern District of Chancery New York and in the courts hearing appeals therefrom unless no federal subject matter jurisdiction exists, in which event, each of the Company and Stockholder irrevocably consents to jurisdiction and venue in the Supreme Court of the State of Delaware orNew York, if under applicable Law exclusive jurisdiction over such matter is vested New York County, and in the federal courtscourts hearing appeals therefrom, for the resolution of any court of the United States located in the State of Delawaredispute, and each of the Parties hereby irrevocably submits with regard to any such action action, suit or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction arising out of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect relating to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courtsAgreement. Each of the Parties Company and Stockholder hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement Agreement, the defense of any judgment in respect hereofsovereign immunity, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processprocess in accordance with this Section 10.8, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Lawlaw, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding is improper and (iii) improper, or that this Agreement, or the subject matter hereofhereof or thereof, may not be enforced in or by such courtscourts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, fettxx xx delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having 33 29 jurisdiction. Each Party The Stockholder hereby irrevocably consents designates Philips Electronics North America, with an office on the date hereof at 1251 Avenue of the Americas, New Xxxx, Xxx Xxxx 00000-0000, xxd the Company hereby irrevocably designates Josexx X. Xxxxxxx & Xons, Inc., with an office on the date hereof at 375 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxch a "PROCESS AGENT"), as the designees, appointees and agents of Stockholder and the Company to receive, for and on such parties' behalves, service of process in such jurisdiction in any legal action or proceeding with respect to this Agreement and such service shall be deemed complete upon delivery thereof to the Process Agent; provided, that in the case of any such service upon a Process Agent, the party effecting such service shall also deliver a copy thereof to the party who designated such Process Agent in the manner provided for notices in Section 9.2; provided 10.1. Each party shall take all such action as may be necessary to continue said appointment in full force and effect or to appoint another agent so that nothing it will at all times have an agent for service of process for the above purposes in New York, New York. Each of the Company and Stockholder further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement Agreement, such service of process to be effective upon acknowledgement of receipt of such registered mail. Nothing herein shall affect the right of any Party party to serve process in any other manner permitted by Lawlaw or to commence legal proceedings or otherwise proceed against the other party in any other jurisdiction in which the other party may be subject to suit. Each of the Company and Stockholder expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of New York and of the United States of America; provided, that each such party's consent to jurisdiction and service contained in this Section 10.8 is solely for the purpose referred to in this Section 10.8 and shall not be deemed to be a general submission to said courts or in the State of New York other than for such purpose. In the event of the transfer of all or substantially all of the assets and business of a Process Agent to any other corporation by consolidation, merger, sale of assets or otherwise, such other corporation shall be substituted hereunder for such Process Agent with the same effect as if originally named herein in place of Josexx X. Xxxxxxx & Xons, Inc. or Philips Electronics North America, as the case may be.

Submission To Jurisdiction; Waivers. Each of Purchaser, the Parties Company and Stockholder irrevocably agrees that any legal action or proceeding with respect consents to this Agreement or for recognition the jurisdiction and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively venue in the United States District Court for the Southern District of Chancery New York and in the courts hearing appeals therefrom unless no federal subject matter jurisdiction exists, in which event, each of Purchaser, the Company and Stockholder irrevocably consents to jurisdiction and venue in the Supreme Court of the State of Delaware orNew York, if under applicable Law exclusive jurisdiction over such matter is vested New York County, and in the federal courtscourts hearing appeals therefrom, for the resolution of any court of the United States located in the State of Delawaredispute, and each of the Parties hereby irrevocably submits with regard to any such action action, suit or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction arising out of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect relating to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courtsAgreement. Each of Purchaser, the Parties Company and Stockholder hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement Agreement, the defense of any judgment in respect hereofsovereign immunity, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processprocess in accordance with this Section , (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding is improper and (iii) improper, or that this Agreement, or the subject matter hereofhereof or thereof, may not be enforced in or by such courtscourts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, fettxx xx delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each Party Purchaser hereby designates Josexx X. Xxxxxxx & Xons, Inc., with an office as of the date hereof at 375 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxe Company hereby irrevocably consents designates PolyGram Holding Inc., with an office on the date hereof at 825 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xxx Stockholder hereby designates Philips Electronics North America, with an office as of the date hereof at 1251 Avenue of the Americas, New Xxxx, Xxx Xxxx 00000-0000 (xxch a "PROCESS AGENT"), as the designees, appointees and agents of the Company, Stockholder and Purchaser, respectively, to receive, for and on such parties' behalves, service of process in such jurisdiction in any legal action or proceeding with respect to this Agreement and such 73 66 service shall be deemed complete upon delivery thereof to the applicable Process Agent; provided, that in the case of any such service upon a Process Agent, the party effecting such service shall also deliver a copy thereof to the party who designated such Process Agent in the manner provided for notices in Section 9.2; provided 7.2. Each party shall take all such action as may be necessary to continue said appointment in full force and effect or to appoint another agent so that nothing it will at all times have an agent for service of process for the above purposes in New York, New York. Each of Purchaser, the Company and Stockholder further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement Agreement, such service of process to be effective upon acknowledgement of receipt of such registered mail. Nothing herein shall affect the right of any Party party to serve process in any other manner permitted by LawLaw or to commence legal proceedings or otherwise proceed against the other party in any other jurisdiction in which the other party may be subject to suit. Each of Purchaser, the Company and Stockholder expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Laws of the State of New York and of the United States of America; provided, that each such party's consent to jurisdiction and service contained in this Section 7.9 is solely for the purpose referred to in this Section 7.9 and shall not be deemed to be a general submission to said courts or in the State of New York other than for such purpose. In the event of the transfer of all or substantially all of the assets and business of the Process Agent to any other corporation by consolidation, merger, sale of assets or otherwise, such other corporation shall be substituted hereunder for the Process Agent with the same effect as if named herein in place of Josexx X. Xxxxxxx & Xons, Inc., PolyGram Holding Inc. or Philips Electronics North America, as the case may be.

Submission To Jurisdiction; Waivers. Each Subject to the provisions of the Parties SECTION 8.15 hereof, each party hereto hereby irrevocably agrees that and unconditionally (i) submits for itself and its property in any legal action or proceeding with respect relating to this Participation Agreement or any other Operative Document, or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in thereof, to the Court non-exclusive general jurisdiction of Chancery the courts of the State of Delaware orGeorgia, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court courts of the United States located in of America for the State Northern District of DelawareGeorgia and appellate courts from any thereof, (ii) consents that any such action or proceedings may be brought to such courts, and each waives any objection that it may now or hereafter have to the venue of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees any court or that it will not bring any legal such action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment was brought in respect hereof in any an inconvenient court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assertplead or claim the same, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address set forth in SECTION 8.2 or at such other address of which the manner provided for notices in Section 9.2; provided other parties hereto shall have been notified pursuant to SECTION 8.2 and (iv) agrees that nothing in this Agreement herein shall affect the right to effect service of any Party to serve process in any other manner permitted by Lawlaw. EACH PARTY, TO THE EXTENT PERMITTED BY LAW, HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG OR BETWEEN THE PARTIES HERETO ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES IN CONNECTION WITH THIS PARTICIPATION AGREEMENT, ANY OTHER OPERATIVE DOCUMENT OR ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY THE CREDIT BANK'S ABILITY TO PURSUE ANY REMEDIES CONTAINED IN THIS PARTICIPATION AGREEMENT, THE OTHER OPERATIVE DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT RELATED HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO CREDIT BANK TO ISSUE THE LETTER OF CREDIT PURSUANT TO THE REIMBURSEMENT AGREEMENT.

Submission To Jurisdiction; Waivers. Each of (a) The Company, the Parties Trustee, the Principal Paying Agent and the Luxembourg Paying Agent each irrevocably and unconditionally (i) submits itself and its property to, and agrees that any legal suit, action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof against the Company brought by any Other Party Noteholder or its successors the Trustee arising out of or assigns based upon this Indenture may be brought and determined exclusively instituted in the Court of Chancery courts of the State of Delaware orNew York, if under applicable Law exclusive jurisdiction over such matter is vested sitting in the federal courtsBorough of Manhattan, any court The City of New York, the courts of the United States located for the Southern District of New York, appellate courts from any thereof and courts of its own corporate domicile, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non- exclusive jurisdiction of such courts in any such suit, action or proceeding. (b) The Company has appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent (the State of Delaware, and each of the Parties hereby irrevocably submits with regard to “Process Agent”) upon whom process may be served in any such action arising out of or proceeding for itself and based on this Indenture which may be instituted in respect to its propertyany such court, generally and unconditionally, expressly consents to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court in respect of any such action, and waives any other requirements of or from any legal process commenced in objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Process Agent has agreed to act as such courts (whether through agent for service of noticeprocess and agrees to take any and all action, attachment prior including the filing of any and all documents and instruments, that may be necessary to judgmentcontinue such appointment in full force and effect as aforesaid. Service of process upon the Process Agent and written notice of such service to the Company shall be deemed, attachment in aid every respect, effective service of execution of judgment, execution of judgment or otherwise), and process upon the Company. (c) Each of the Principal Paying Agent and the Luxembourg Paying Agent hereby irrevocably appoints and empowers the Trustee as its authorized agent to the fullest extent permitted by applicable Lawaccept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, that (i) the Action summons, notices and documents which may be served in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper in any New York State court or United States Federal court sitting in The City of New York, New York, United States and (iii) this Agreementany appellate court from any thereof, or the subject matter hereofwhich service may be made on such designee, may not be enforced appointee and agent in or by accordance with legal procedures prescribed for such courts. Each Party irrevocably consents The Principal Paying Agent and the Luxembourg Paying Agent will take any and all action necessary to service of process continue such designation in full force and effect and to advise the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right Company of any Party to serve process in change of address of the Trustee; should the Trustee become unavailable for this purpose for any other manner permitted by Law.reason, the

Submission To Jurisdiction; Waivers. Each of (a) The Guarantor hereby irrevocably and unconditionally: (i) (x) submits, for itself and its property, to the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement nonexclusive jurisdiction of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in the Court of Chancery court of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, Illinois and any court of the United States located District Court sitting in the State of DelawareIllinois, and each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring appellate court from any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwisethereof, in any action or proceeding with respect arising out of or relating to this Agreement Guaranty, or for recognition and or enforcement of any judgment judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court action or from any legal process commenced proceeding may be heard and determined in such courts Illinois State court or, to the extent permitted by law, in such Federal court, (whether through service of notice, attachment prior to judgment, attachment y) agrees that a final judgment in aid of execution of judgment, execution of any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or otherwise), in any other manner provided by law and (cz) nothing in this Guaranty shall affect any right that any Agent or Lender may otherwise have to bring any action or proceeding relating to this Guaranty against the Guarantor or its properties in the courts of any jurisdiction; (ii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty in any court referred to in paragraph (i) of this Section and waives, to the fullest extent permitted by applicable Lawlaw, that (i) the Action defense of an inconvenient forum to the maintenance of such action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and court; (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the manner provided for notices Guarantor at the address specified in Section 9.218, or at such other address of which the Administrative Agent shall have been notified pursuant thereto; provided (iv) agrees that nothing in this Agreement herein shall affect the right to effect service of any Party to serve process in any other manner permitted by Lawlaw or shall limit the right to xxx in any other jurisdiction; and (v) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this subsection any special, exemplary, punitive or consequential damages. SECTION 18.

Submission To Jurisdiction; Waivers. Each of The Company, Parent, Acquisition Subsidiary and the Parties Representative irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof shall be brought by any Other Party a party or its successors or assigns may be brought and determined exclusively in the Court of Chancery of the State of Delaware orDelaware, if under applicable Law exclusive jurisdiction over such matter is vested in County of New Castle or the federal courts, any court of the United States courts located in Delaware. The Company, Parent, Acquisition Subsidiary and the State Representative, by execution and delivery of Delawarethis Agreement, hereby expressly and each of the Parties hereby irrevocably consents and submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the non-exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of The Company, Parent, Acquisition Subsidiary and the Parties Representative hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (a) any claim that it is not personally subject to the jurisdiction of the above-above named courts court for any reason other than the failure to lawfully serve processprocess in accordance with this Section 10.10, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, Law that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and or (iii) this Agreement, Agreement or the Escrow Agreement or the subject matter hereof, hereof or thereof may not be enforced in or by such courtscourt. Each Party irrevocably such party hereto waives all personal service of any and all process upon such party related to this Agreement or the Escrow Agreement and consents to service of any complaint, summons, notice or other process in upon such party that is made by hand delivery, certified mail or confirmed facsimile directed to such party at the manner provided for notices address specified in Section 9.210.1 hereof; provided that nothing in this Agreement and service made by certified mail shall affect be complete seven (7) days after the right of any Party to serve process in any other manner permitted by Lawsame shall have been posted.

Submission To Jurisdiction; Waivers. Each of the Parties party hereto hereby irrevocably agrees that and unconditionally (i) submits for itself and its property in any legal action or proceeding with respect relating to this Agreement Lease or any other Operative Document, or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in thereof, to the Court non-exclusive general jurisdiction of Chancery the courts of the State of Delaware orKentucky, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court courts of the United States located in of America for the State Western District of DelawareKentucky and appellate courts from any thereof, (ii) consents that any such action or proceedings may be brought to such courts, and each waives any objection that it may now or hereafter have to the venue of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees any court or that it will not bring any legal such action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment was brought in respect hereof in any an inconvenient court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assertplead or claim the same, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to agrees that service of process in the manner provided for notices any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address set forth in Section 9.2; provided 8.2 of the Participation Agreement or such other address of which the other parties hereto shall have been notified pursuant to said Section 8.2 and (iv) agrees that nothing in this Agreement herein shall affect the right to effect service of any Party to serve process in any other manner permitted by Lawlaw. Each party, to the extent permitted by law, hereby irrevocably and unconditionally waives any right to have a jury participate in resolving any dispute, whether sounding in contract, tort, or otherwise, among or between the parties hereto arising out of, in connection with, related to, or incidental to the relationship established among the parties in connection with this Lease, any other Operative Document or any other document executed or delivered in connection herewith or the transactions related hereto. This waiver shall not in any way affect, waive, limit, amend or modify the Lessor's ability to pursue any remedies contained in this Lease, the other Operative Documents or any other agreement or document related hereto.

Submission To Jurisdiction; Waivers. Each of HPC, the Parties Xxxxxx Companies, Parent and the Merger Subs irrevocably agrees that any legal action or proceeding Proceeding with respect to this Agreement Agreement, the Mergers, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect hereof brought by any Other Party another party hereto or its successors or permitted assigns may only be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the any federal courts, any or state court of the United States located in the State of Delaware, and each of HPC, the Parties Xxxxxx Companies, Parent and the Merger Subs hereby irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties parties irrevocably and unconditionally waives any objection to the laying of venue in any such court of any Proceeding set forth above arising out of this Agreement or the transactions contemplated hereby. Each of HPC, the Xxxxxx Companies, Parent and the Merger Subs hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding Proceeding with respect to this Agreement Agreement, the Mergers, any provision hereof or for recognition and enforcement of any judgment in respect the breach, performance, enforcement, validity or invalidity hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable LawLaws, that (i) the Action Proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by Law.

Submission To Jurisdiction; Waivers. Each of the Parties Grantor hereby irrevocably agrees that and unconditionally: submits for itself and its property in any legal action or proceeding with respect relating to this Agreement, the Intercreditor Agreement and the other First Lien Documents to which it is a party, or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in thereof, to the Court non exclusive general jurisdiction of Chancery the courts of the State of Delaware orNew York, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court courts of the United States of America for the Southern District of New York, and appellate courts from any thereof; consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 8.2 or at such other address of which the Collateral Agent shall have been notified pursuant thereto; agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages; acknowledges and affirms that it understands that to the extent the Obligations are secured by real property located in the State of DelawareCalifornia, and each such Grantor shall be liable for the full amount of the Parties hereby irrevocably submits with regard liability hereunder notwithstanding foreclosure on such real property by trustee sale or any other reason impairing such Grantor’s or any Secured Parties’ right to proceed against the Borrower or any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, Grantor; waives (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Lawlaw) all rights and defenses under Section 580a, that 580b, 580d and 726 of the California Code of Civil Procedure; waives (i) to the Action fullest extent permitted by applicable law), without limiting the generality of the foregoing or any other provision hereof, all rights and defenses which might otherwise be available to such Grantor under Sections 2809, 2810, 2815, 2819, 2821, 2839, 2845, 2848, 2849, 2850, 2899 and 3433 of the California Civil Code; and waives, until the Obligations have been paid in full in cash, its rights of subrogation and reimbursement and any other rights and defenses, in each case available to such court is brought in an inconvenient forumGrantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code because the Obligations are secured by real property, including, without limitation, (ii1) any defenses such Grantor may have to the venue guarantee provided under this Agreement by reason of an election of remedies by the Secured Parties and (2) any rights or defenses such Grantor may have by reason of protection afforded to the Borrower or any other Grantor pursuant to the antideficiency or other laws of California limiting or discharging the Borrower’s or such Grantor’s indebtedness, including, without limitation, Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. In furtherance of such suitprovisions, action each Grantor hereby waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure, destroys such Grantor’s rights of subrogation and reimbursement against the Borrower or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted Grantor by Lawthe operation of Section 580d of the California Code of Civil Procedure or otherwise.

Submission To Jurisdiction; Waivers. Each of the Parties irrevocably agrees that (a) All judicial proceedings brought against any legal action or proceeding party to this Agreement with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns other Loan Document may be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the any state or federal courts, any court of the United States located competent jurisdiction in the State of DelawareNew York, and by execution and delivery of this Agreement, each party accepts, for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the Parties hereby aforesaid courts, and irrevocably submits agrees to be bound by any final judgment rendered thereby in connection with regard this Agreement or any of the other Loan Documents from which no appeal has been taken or is available. Each party irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding for itself and in respect by the mailing of copies thereof by registered or certified mail, postage prepaid, to its property, generally and unconditionally, to notice address specified on the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect signature pages hereof, such service to become effective ten (a10) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processdays after such mailing. EACH LOAN PARTY, EACH ISSUING LENDER, THE ADMINISTRATIVE AGENT, AND EACH LENDER IRREVOCABLY WAIVES (bA) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and B) ANY OBJECTION (cINCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsWHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY JURISDICTION SET FORTH ABOVE. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement Nothing herein shall affect the right of any Party to serve process in any other manner permitted by Lawlaw or shall limit the right of the Administrative Agent or any Lender or any Loan Party to bring proceedings against any Loan Party in the courts of any other jurisdiction.

Submission To Jurisdiction; Waivers. Each of the Parties party hereto hereby irrevocably agrees that and unconditionally: (b) submits for itself and its property in any legal action or proceeding with respect relating to this Agreement or for recognition and enforcement the other Loan Documents to which it is a party to the exclusive general jurisdiction of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in the Supreme Court of Chancery of the State of Delaware orNew York for the County of New York (the “New York Supreme Court”), if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of and the United States located in District Court for the State Southern District of DelawareNew York (the “Federal District Court,” and together with the New York Supreme Court, the “New York Courts”) and each appellate courts from either of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2them; provided that nothing in this Agreement shall affect be deemed or operate to preclude (i) the right Collateral Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations (in which case any party shall be entitled to assert any claim or defense, including any claim or defense that this Subsection 9.12 would otherwise require to be asserted in a legal action or proceeding in a New York Court), or to enforce a judgment or other court order in favor of the Administrative Agent or the Collateral Agent, (ii) any party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any Party judgment, (iii) if all such New York Courts decline jurisdiction over any Person, or decline (or in the case of the Federal District Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in another court having jurisdiction and (iv) in the event a legal action or proceeding is brought against any party hereto or involving any of its assets or property in another court (without any assistance by such party or any of its Subsidiaries or Affiliates), such party from asserting a claim or defense (including any claim or defense that this Subsection 9.12(a) would otherwise require to serve be asserted in a legal proceeding in a New York Court) in any such action or proceeding; (c) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (d) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address referred to in Subsection 9.2 or at such other manner permitted by Law.address of which the Collateral Agent and the Administrative Agent (in the case of

Submission To Jurisdiction; Waivers. Each of the Parties The Company and each Subsidiary Borrower hereby irrevocably agrees that and unconditionally: submits for itself and its property in any legal action or proceeding with respect relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in thereof, to the Court non-exclusive general jurisdiction of Chancery the Courts of the State of Delaware orNew York, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court courts of the United States located in of America for the State Southern District of DelawareNew York, and each of the Parties hereby irrevocably submits with regard to appellate courts from any thereof; consents that any such action or proceeding for itself may be brought in such courts and in respect to its property, generally and unconditionally, waives any objection that it may now or hereafter have to the exclusive jurisdiction venue of the aforesaid courts and agrees that it will not bring any legal such action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any such court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, or that such action or proceeding was brought in an inconvenient court and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim the same; agrees that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the manner provided for notices in Section 9.2Company and to each Subsidiary Borrower at the addresses set forth pursuant to subsection 14.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; provided agrees that nothing in this Agreement herein shall affect the right to effect service of any Party to serve process in any other manner permitted by Lawlaw or shall limit the right to xxx in any other jurisdiction; and waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this subsection any special, exemplary, punitive or consequential damages. Acknowledgements . The Company and each Subsidiary Borrower hereby acknowledges that: it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Company or any Subsidiary Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Administrative Agent and Lenders, on one hand, and the Loan Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Loan Parties and the Lenders.

Submission To Jurisdiction; Waivers. Each of the Parties Purchaser and Stockholder irrevocably agrees that any legal action or proceeding with respect consents to this Agreement or for recognition jurisdiction and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively venue in the United States District Court for the Southern District of Chancery New York and in the courts hearing appeals therefrom unless no federal subject matter jurisdiction exists, in which event, each of Purchaser and Stockholder irrevocably consents to jurisdiction and venue in the Supreme Court of the State of Delaware orNew York, if under applicable Law exclusive jurisdiction over such matter is vested New York County, and in the federal courtscourts hearing appeals therefrom, for the resolution of any court of the United States located in the State of Delawaredispute action, and each of the Parties hereby irrevocably submits with regard to any such action suit or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction arising out of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect relating to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courtsAgreement. Each of the Parties Purchaser and Stockholder hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement Agreement, the defense of any judgment in respect hereofsovereign immunity, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processprocess in accordance with this Section 6.9, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding is improper and (iii) improper, or that this Agreement, or the subject matter hereofhereof or thereof, may not be enforced in or by such courtscourts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, fettxx xx delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each Party Purchaser hereby irrevocably consents designates Josexx X. Xxxxxxx & Xons, Inc., with an office as of the date hereof at 375 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxd Stockholder hereby irrevocably designates Philips Electronics North America, with an office as of the date hereof at 1251 Avenue of the Americas, New Xxxx, Xxx Xxxx 00000-0000 (xxch such person, a "PROCESS AGENT"), as the designees, appointees and agents of Purchaser and Stockholder, respectively, to receive, for and on such parties' behalves, service of process in such jurisdiction in any legal action or proceeding with respect to this Agreement and such service shall be deemed complete upon delivery thereof to the other party's Process Agent; provided, that in the case of any such service upon such Process Agent, the party effecting such service shall also deliver a copy thereof to the other party in the manner provided for notices in Section 9.2; provided 6.2. Each party shall take all such action as may be necessary to continue said appointment in full force and effect or to appoint another agent so that nothing will at all times have an agent for service of process for the above purposes in New York, New York. Each of Purchaser and Stockholder further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement Agreement, such service of process to be effective upon acknowledgement of receipt of such registered mail. Nothing herein shall affect the right of any Party party to serve process in any other manner 11 11 permitted by LawLaw or to commence legal proceedings or otherwise proceed against the other party in any other jurisdiction in which the other party may be subject to suit. Each of Purchaser and Stockholder expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Laws of the State of New York and of the United States of America; provided, that each such party's consent to jurisdiction and service contained in this Section 6.9 is solely for the purpose referred to in this Section 6.9 and shall not be deemed to be a general submission to said courts or in the State of New York other than for such purpose. In the event of the transfer of all or substantially all of the assets and business of a Process Agent to any other corporation by consolidation, merger, sale of assets or otherwise, such other corporation shall be substituted hereunder for the Process Agent with the same effect as if named herein in place of Josexx X. Xxxxxxx & Xons, Inc. and Philips Electronics North America, respectively.

Submission To Jurisdiction; Waivers. Each of the Parties party hereto hereby irrevocably agrees that and unconditionally: (a) submits for itself and its property in any legal action or proceeding with respect relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in thereof, to the Court exclusive general jurisdiction of Chancery the courts of the State of Delaware orNew York, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court courts of the United States located in for the State Southern District of DelawareNew York, and each of appellate courts from any thereof, to the Parties hereby irrevocably submits extent such courts would have subject matter jurisdiction with regard to respect thereto, and agrees that notwithstanding the foregoing (x) a final judgment in any such action or proceeding for itself shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law and (y) legal actions or proceedings brought by the Secured Parties in connection with the exercise of rights and remedies with respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees Collateral may be brought in other jurisdictions where such Collateral is located or such rights or remedies may be exercised; (b) consents that it will not bring any legal such action or proceeding with respect may be brought in such courts and waives any objection that it may now or hereafter have to this Agreement or for recognition and enforcement the venue of any judgment in respect hereof such action or proceeding in any such court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and waives any right to claim that such action or proceeding was brought in an inconvenient court and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and same; (c) to the fullest extent permitted by applicable Law, agrees that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to each party hereto, as the manner provided for notices case may be at its address set forth in Section 9.210.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; provided (d) agrees that nothing in this Agreement herein shall affect the right to effect service of any Party to serve process in any other manner permitted by Law.law; and (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, the Amendment No. 1 Transactions, the Amendment No. 2 Transactions, the Amendment No. 3 Transactions, the Amendment No. 4 Transactions, or any Loan or the use of the proceeds thereof, any special, exemplary, punitive or consequential damages against any Indemnitee. -164-

Submission To Jurisdiction; Waivers. Each of the Parties party hereto hereby irrevocably agrees that and unconditionally (i) submits for itself and its property in any legal action or proceeding with respect relating to this Participation Agreement or any other Operative Document, or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in thereof, to the Court non-exclusive general jurisdiction of Chancery the courts of the State of Delaware orTexas, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court courts of the United States located in of America for the State Northern District of DelawareTexas and appellate courts from any thereof, (ii) consents that any such action or proceedings may be brought to such courts, and each waives any objection that it may now or hereafter have to the venue of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees any court or that it will not bring any legal such action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment was brought in respect hereof in any an inconvenient court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assertplead or claim the same, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address set forth in SECTION 8.2 or at such other address of which the manner provided for notices in Section 9.2; provided other parties hereto shall have been notified pursuant to SECTION 8.2 and (iv) agrees that nothing in this Agreement herein shall affect the right to effect service of any Party to serve process in any other manner permitted by Lawlaw. EACH PARTY, TO THE EXTENT PERMITTED BY LAW, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG OR BETWEEN THE PARTIES HERETO ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES IN CONNECTION WITH THIS PARTICIPATION AGREEMENT, ANY OTHER OPERATIVE DOCUMENT OR ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY THE LENDER'S ABILITY TO PURSUE ANY REMEDIES CONTAINED IN THIS PARTICIPATION AGREEMENT, THE OTHER OPERATIVE DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT RELATED HERETO.

Submission To Jurisdiction; Waivers. v) Each of Local Borrowing Subsidiary hereby irrevocably and unconditionally submits to the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement non-exclusive jurisdiction of any judgment in respect hereof brought by any Other Party New York state or its successors or assigns may be brought and determined exclusively federal court sitting in the Court City of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, New York and any competent court of the United States located in jurisdiction under the State laws of Delawarewhich such Local Borrowing Subsidiary is organized (the “local court”), and each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring appellate court from any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwisethereof, in any action or proceeding with respect arising out of or relating to this Agreement Agreement, the Notes or for recognition any Draft. Each Local Borrowing Subsidiary hereby irrevocably and enforcement of any judgment unconditionally agrees that all claims in respect hereofof such action or proceeding may be heard and determined in such New York state court or local court or, (a) any claim that it is not personally subject to the jurisdiction extent permitted by law, in such federal court. Each Local Borrowing Subsidiary hereby irrevocably and unconditionally waives, to the fullest extent it may effectively do so, any defense of an inconvenient forum to the above-named courts for any reason other than the failure to lawfully serve process, (b) that it maintenance of such action or its property is exempt or immune from jurisdiction of proceeding in any such court and any right of jurisdiction on account of the place of residence or from domicile of such Local Borrowing Subsidiary. Each Local Borrowing Subsidiary hereby irrevocably and unconditionally appoints the Company as its agent to receive on behalf of such Local Borrowing Subsidiary and its property service of copies of the summons and complaint and any legal other process commenced which may be served in any such action or proceeding in any such New York state or federal court. In any such action or proceeding in such courts New York state or federal court sitting in the City of New York, such service may be made on such Local Borrowing Subsidiary by delivering a copy of such process to such Local Borrowing Subsidiary in care of the Company at the Company’s address listed in Section 14.2 and by depositing a copy of such process in the mails by certified or registered air mail, addressed to such Local Borrowing Subsidiary (whether through such service to be effective upon such receipt by the Company and the depositing of noticesuch process in the mails as aforesaid). Each Local Borrowing Subsidiary hereby irrevocably and unconditionally authorizes and directs the Company to accept such service on its behalf. Each Local Borrowing Subsidiary hereby agrees that, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Lawlaw, that (i) the Action a final judgment in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper shall be conclusive and (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted provided by Lawlaw.

Submission To Jurisdiction; Waivers. Each of the Parties Representatives, the Company and Tekelec irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party a party or its successors or assigns may be brought and determined exclusively in the Court of Chancery of the State of Delaware orDelaware, if under applicable Law exclusive jurisdiction over such matter is vested in County of New Castle or the federal courts, any court of the United States courts located in the State of Delaware, and each of the Parties Representatives, the Company and Tekelec hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the non-exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties Representatives, the Company and Tekelec hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (a) any claim that it is not personally subject to the jurisdiction of the above-above named courts court for any reason other than the failure to lawfully serve processprocess in accordance with this Section 11.10, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, law that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, Agreement or the Escrow Agreement or the subject matter hereofhereof or thereof, may not be enforced in or by such courtscourt. Each Party irrevocably such party hereto waives all personal service of any and all process upon such party related to this Agreement or the Escrow Agreement and consents to that all service of process in upon such party shall be made by hand delivery, certified mail or confirmed telecopy directed to such party at the manner provided for notices address specified in Section 9.211.1 hereof; provided that nothing in this Agreement and service made by certified mail shall affect be complete seven days after the right of any Party to serve process in any other manner permitted by Lawsame shall have been posted.

Submission To Jurisdiction; Waivers. Each of the Parties Party hereby irrevocably (a) agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other another Party or its successors or permitted assigns may shall be brought and determined exclusively in the Court any federal or state court of Chancery of the State of Delaware or, if under applicable Law exclusive competent jurisdiction over such matter is vested located in the federal courts, any court Borough of the United States located Manhattan in the State of Delaware, New York and each (b) consents to the jurisdiction of the Parties hereby irrevocably submits with regard to any and venue in such action or proceeding for itself courts and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courtshearing appeals therefrom. Each of the Parties Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (a) any claim that it such Party is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processprocess in accordance with this Section 9.11, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Applicable Law, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) that this Agreement, or the subject matter hereof, may not be enforced in or by such courtscourts and further irrevocably waives, to the fullest extent permitted by Applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the Party is entitled pursuant to the final judgment of any court having jurisdiction. Each Party irrevocably consents to service hereby (x) agrees that process in any such action may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court and (y) mailing of process or other papers in connection with any such action or proceeding in the manner provided for notices in Section 9.2; provided that nothing 9.2 or in this Agreement shall affect the right of any Party to serve process in any such other manner as may be permitted by LawApplicable Law shall be valid and sufficient service thereof.

Submission To Jurisdiction; Waivers. Each of the Parties parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect hereof of this Agreement and the rights and obligations hereunder brought by any Other Party other party hereto or its successors or assigns may shall be brought and determined exclusively in the Chancery Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if under applicable Law exclusive the Chancery Court of the State of Delaware declines to accept jurisdiction over such matter is vested in the federal courtsa particular matter, any state or federal court of the United States located in within the State of Delaware, and each ). Each of the Parties parties hereto agrees that mailing of process or other papers in connection with any such actions or proceeding in the manner provided in Section 10.12 or such other manner as may be permitted by applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts (provided that the judgment of any such court may be enforced by any court of competent jurisdiction) and agrees that it will not bring any legal action or proceeding with respect relating to this Agreement or for recognition and enforcement any of any judgment in respect hereof the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the Parties party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect hereof, of this Agreement and the rights and obligations arising hereunder (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, process in accordance with this Section 10.7; (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ; and (c) to the fullest extent permitted by applicable Law, any claim that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents Notwithstanding anything to service the contrary in this Agreement, no party hereto, nor any of process its affiliates, will bring, or support the bringing of, any claim, whether at law or in equity, whether in contract or in tort or otherwise, against any Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Commitment Letters or the performance thereof, anywhere other than in the manner provided Supreme Court of the State of New York, County of New York (and the appellate courts thereof), or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for notices in Section 9.2; provided that nothing in this Agreement shall affect the right Southern District of any Party to serve process in any other manner permitted by LawNew York (and the appellate courts thereof).

Submission To Jurisdiction; Waivers. Each of the Parties parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party a party hereto or its successors or assigns may be brought and determined exclusively in the state courts located in the Court of Chancery of the State of Delaware orDelaware, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court County of the United States located in the New Castle State of Delaware, and each of the Parties parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the non-exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (a) any claim that it a party is not personally subject to the jurisdiction of the above-above named courts court for any reason other than the failure to lawfully serve processprocess in accordance with this Section 8.10, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, law that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courtscourt. Each Party irrevocably party hereto waives all personal service of any and all process upon such party related to this Agreement and consents to that all service of process in upon such party shall be made by hand delivery, certified mail or confirmed telecopy directed to such party at the manner provided for notices address specified in Section 9.28.1 hereof; provided that nothing in this Agreement and service made by certified mail shall affect be complete seven (7) days after the right of any Party to serve process same shall have been posted. The prevailing party in any other manner permitted by Lawlitigation shall be entitled to reimbursement of its reasonable legal fees and expenses.

Submission To Jurisdiction; Waivers. Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, and each of the Parties The Grantor (a) hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts Supreme Court of the State of New York sitting in New York County and of the United States District Court for the Southern District of New York and any appellate court from any thereof for the purposes of any suit, action or other proceeding arising out of this Agreement, or the subject matter hereof or any of the transactions contemplated hereby, brought by the Loan Trustee or its successors, subrogees or permitted assigns, (b) hereby irrevocably agrees that it will not bring any legal all claims in respect of such action or proceeding with respect may be heard and determined in such courts, and (c) to this Agreement the extent that it has or for recognition and enforcement hereafter may acquire any immunity from jurisdiction of any judgment in respect hereof in court or from any court other than the aforesaid courts. Each of the Parties legal process, hereby irrevocably waiveswaives such immunity, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such suit, action or proceeding with respect to this Agreement or for recognition and enforcement the defense of any judgment in respect hereofsovereign immunity, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any by reason other than the failure to lawfully serve processof sovereign immunity or otherwise, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of or notice, attachment prior to judgment, attachment in aid of execution of judgmentexecution, execution of or otherwise) with respect to itself or its property, or attachment either prior to judgment or otherwise)in aid of execution, and (c) to the fullest extent permitted by applicable Lawreason of any immunity, that (i) the Action in any such court suit, action or proceeding is brought in an inconvenient forum, (ii) that the venue of such the suit, action or proceeding is improper and (iii) improper, or that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such courtscourts or under any applicable laws. Each Party irrevocably The Grantor hereby consents to service of process in any suit, action or other proceeding arising out of this Agreement or the subject matter hereof or any of the transactions contemplated hereby. The Grantor hereby agrees that its submission to jurisdiction is made for the express benefit of the Loan Trustee and its successors, subrogees, and assigns. The Grantor further agrees that a final judgment against the Grantor in any such action or proceeding shall be conclusive, and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided for notices in Section 9.2by law, a certified or true copy of which final judgment shall be conclusive evidence of the fact and of the amount of any indebtedness or liability of the Grantor therein described; provided that nothing in this Agreement Clause shall affect the right of any Party the Loan Trustee or its respective successors, subrogees or assigns to serve legal process in any other manner permitted by Lawlaw or affect the right of the Loan Trustee or its respective successors, subrogees or assigns to bring any action or proceeding against the Grantor or its property in the courts of other jurisdictions.

Submission To Jurisdiction; Waivers. Each of the Parties party hereto hereby irrevocably agrees that and unconditionally: submits for itself and its property in any legal action or proceeding with respect relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in thereof, to the Court exclusive general jurisdiction of Chancery the courts of the State of Delaware orNew York, if under applicable Law exclusive jurisdiction over such matter is vested sitting in the federal courtsborough of Manhattan in New York City, any court the courts of the United States located in for the State Southern District of DelawareNew York, and each of appellate courts from any thereof, to the Parties hereby irrevocably submits extent such courts would have subject matter jurisdiction with regard to respect thereto, and agrees that notwithstanding the foregoing (x) a final judgment in any such action or proceeding for itself shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law and (y) legal actions or proceedings brought by the Secured Parties in connection with the exercise of rights and remedies with respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees Collateral may be brought in other jurisdictions where such Collateral is located or such rights or remedies may be exercised; consents that it will not bring any legal such action or proceeding with respect may be brought in such courts and waives any objection that it may now or hereafter have to this Agreement or for recognition and enforcement the venue of any judgment in respect hereof such action or proceeding in any such court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and waives any right to claim that such action or proceeding was brought in an inconvenient court and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim the same; agrees that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to each party hereto, as the manner provided for notices case may be at its address set forth in Section 9.211.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; provided agrees that nothing in this Agreement herein shall affect the right to effect service of any Party to serve process in any other manner permitted by Lawlaw; and waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof, any special, exemplary, punitive or consequential damages against any Indemnitee.

Submission To Jurisdiction; Waivers. Each of the Parties irrevocably agrees that any legal Any suit, action or proceeding with respect to this Agreement or for recognition and enforcement of against any judgment in respect hereof brought by any Other Party or its successors or assigns party hereto may be brought and determined exclusively in any federal or state court of competent jurisdiction located in the Borough of Manhattan in the State of New York, and each party hereto irrevocably consents to the jurisdiction and venue in the United States District Court for the Southern District of Chancery New York and in the courts hearing appeals therefrom unless no federal subject matter jurisdiction exists, in which event, each party hereto irrevocably consents to jurisdiction and venue in the Supreme Court of the State of Delaware orNew York, if under applicable Law exclusive jurisdiction over such matter is vested New York County, and in the federal courts, any court of the United States located in the State of Delaware, and each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courtshearing appeals therefrom. Each of the Parties party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processprocess in accordance with this Section 8.10, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Lawlaw, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding is improper and (iii) improper, or that this Agreement, or the subject matter hereofhereof or thereof, may not be enforced in or by such courtscourts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, fxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each Party party hereto agrees that promptly following the date hereof (and in no event more than ten (10) days following the date hereof) it shall irrevocably consents designate a New York Person, such person, upon such designation, to be set forth (along with the address of such U.S. Person) across from such party’s name on Exhibit B hereto (each a “Process Agent”), as the designees, appointees and agents of such party to receive, for and on such party’s behalf, service of process in such jurisdiction in any legal action or proceeding with respect to this Agreement and such service shall be deemed complete upon delivery thereof to the Process Agent; provided that in the case of any such service upon a Process Agent, the party effecting such service shall also deliver a copy thereof to the party who designated such Process Agent in the manner provided for notices in Section 9.2; provided 8.2. Each party shall take all such action as may be necessary to continue said appointment in full force and effect or to appoint another agent so that nothing it will at all times have an agent for service of process for the above purposes in New York, New York. Each party further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement Agreement, such service of process to be effective upon acknowledgement of receipt of such registered mail. Nothing herein shall affect the right of any Party party to serve process in any other manner permitted by Lawlaw or to commence legal proceedings or otherwise proceed against the other party in any other jurisdiction in which the other party may be subject to suit. Each party expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of New York and of the United States of America; provided that each such party’s consent to jurisdiction and service contained in this Section 8.10 is solely for the purpose referred to in this Section 8.10 and shall not be deemed to be a general submission to said courts or in the State of New York other than for such purpose. This Agreement does not involve less than $250,000, and the parties intend that §5-1401 of the New York General Obligations Law shall apply to this Agreement. In the event of the transfer of all or substantially all of the assets and business of a Process Agent to any other corporation by consolidation, merger, sale of assets or otherwise, such other corporation shall be substituted hereunder for such Process Agent with the same effect as if originally named herein in place of such party’s Process Agent.

Submission To Jurisdiction; Waivers. Each of the Parties party hereto irrevocably agrees that any legal action or proceeding Proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party another party hereto or its successors or assigns may shall be brought and determined exclusively in the Court of Chancery of in the State of Delaware or, if under to the fullest extent permitted by applicable Law exclusive jurisdiction over such matter is vested and, to the extent not so permitted, in the federal courts, any court of the United States located sitting in the State of Delaware, and each of the Parties parties hereto hereby (a) irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it will not bring any legal action or proceeding with respect relating to this Agreement or for recognition and enforcement of any judgment in respect hereof transaction contemplated hereby in any court other than the aforesaid courts. Any service of process to be made in such action or Proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 12.2. Each of the Parties parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding Proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (aw) the defense of sovereign immunity, (x) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processprocess in accordance with this Section 12.10, (by) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (cz) to the fullest extent permitted by applicable Law, Law that (i) the Action suit, action or Proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by Law.

Submission To Jurisdiction; Waivers. Each Subject to the provisions of Section 8.11, each of the Parties parties (including each Designee) hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby or for recognition and enforcement of any judgment in respect hereof or thereof, other than with respect to any dispute subject to arbitration under Section 8.11 (but including for enforcement of the arbitration provisions contained in Section 8.11 or any award resulting therefrom) brought by any Other Party other party hereto or its successors or assigns may shall be brought and determined exclusively only in the United States District Court for the Southern District of Chancery New York, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, only in the courts of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court New York. Each of the United States located in the State of Delaware, and parties (including each of the Parties Designee) hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to of its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement Agreement, or for recognition and enforcement of any judgment in respect hereof, the transactions contemplated hereby (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processin accordance with Section 8.3, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (c) to the fullest extent permitted by the applicable Lawlaw, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, Agreement or the subject matter mater hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by Law.

Submission To Jurisdiction; Waivers. (a) Each of the Parties Company, Parent and Merger Sub irrevocably agrees that any legal action Action arising out of or proceeding with respect relating to this Agreement or for recognition and enforcement any of any judgment in respect hereof brought by any Other Party or its successors or assigns may the Transactions shall be brought and determined exclusively in the Court of Chancery of the State of Delaware or, only if under applicable Law exclusive the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over such matter is vested in the federal courtsa particular matter, any court of the United States or any state court located in the State of DelawareDelaware (and each such party shall not bring any Action arising out of or relating to this Agreement or any of the Transactions in any court other than the aforesaid courts), and each of the Parties Company, Parent and Merger Sub hereby irrevocably submits with regard to any such action or proceeding Action for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties Company, Parent and Merger Sub hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, such Action: (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, ; (bii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ; and (ciii) to the fullest extent permitted by applicable Law, that that: (iA) the such Action in any such court is brought in an inconvenient forum, ; (iiB) the venue of such suit, action or proceeding Action is improper improper; and (iiiC) this Agreement, the Transactions or the subject matter hereofhereof or thereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by Law.

Submission To Jurisdiction; Waivers. (a) Each of the Parties irrevocably agrees that any legal action or proceeding parties hereto hereby (with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in the Court of Chancery Argentine Collateral Trustee, including on behalf of the State Trust) irrevocably and unconditionally submits (and each Beneficiary (by its acquisition of Delaware or, if under a Note or a beneficial interest therein or otherwise accepting the benefits of this Indenture and the other applicable Law Transaction Documents) shall be deemed to irrevocably and unconditionally submit) to the non-exclusive jurisdiction over such matter is vested in the federal courts, any court of of: (i) the United States located District Court for the Southern District of New York or of any New York State court (in the State of Delawareeither case, sitting in Manhattan, New York City) and each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding (ii) solely with respect to itself, the courts of its own corporate domicile, in each case with all applicable courts of appeal therefrom (all the above such courts, the “Submitted-to Courts”), with respect to actions brought against it, for purposes of all legal proceedings arising out of or relating to the Transaction Documents and/or the transactions contemplated thereby; provided that nothing in this Agreement or for recognition and enforcement paragraph shall be deemed to limit the ability of any judgment in respect hereof party to such Transaction Documents to bring suit against any other party to the Transaction Documents in any court other than the aforesaid courtspermissible jurisdiction. Each of the Parties parties hereto hereby irrevocably waives, waives (and agrees not each Beneficiary (by its acquisition of a Note or a beneficial interest therein or otherwise accepting the benefits of this Indenture and the other applicable Transaction Documents) shall be deemed to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition irrevocably and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwiseunconditionally waive), and (c) to the fullest extent permitted by applicable Applicable Law, any objection that (i) it may now or hereafter have to the Action in laying of the venue of any such proceeding brought in such a Submitted-to Court, any claim that any such proceeding brought in such a court is has been brought in an inconvenient forum, (ii) the venue forum and any objection based upon place of such suit, action residence or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by Lawdomicile.

Submission To Jurisdiction; Waivers. Each of (a) The Company, the Parties Trustee, the Principal Paying Agent and the Luxembourg Paying Agent each irrevocably and unconditionally (i) submits itself and its property to, and agrees that any legal suit, action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof against the Company brought by any Other Party Noteholder or its successors the Trustee arising out of or assigns based upon this Indenture may be brought and determined exclusively instituted in the Court of Chancery courts of the State of Delaware orNew York, if under applicable Law exclusive jurisdiction over such matter is vested sitting in the federal courtsBorough of Manhattan, any court The City of New York, the courts of the United States located for the Southern District of New York, appellate courts from any thereof and courts of its own corporate domicile, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non- exclusive jurisdiction of such courts in any such suit, action or proceeding. (b) The Company has appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent (the State of Delaware, and each of the Parties hereby irrevocably submits with regard to “Process Agent”) upon whom process may be served in any such action arising out of or proceeding for itself and based on this Indenture which may be instituted in respect to its propertyany such court, generally and unconditionally, expressly consents to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court in respect of any such action, and waives any other requirements of or from any legal process commenced in objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Process Agent has agreed to act as such courts (whether through agent for service of noticeprocess and agrees to take any and all action, attachment prior including the filing of any and all documents and instruments, that may be necessary to judgmentcontinue such appointment in full force and effect as aforesaid. Service of process upon the Process Agent and written notice of such service to the Company shall be deemed, attachment in aid every respect, effective service of execution of judgment, execution of judgment or otherwise), and process upon the Company. (c) Each of the Principal Paying Agent and the Luxembourg Paying Agent hereby irrevocably appoints and empowers the Trustee as its authorized agent to the fullest extent permitted by applicable Lawaccept and acknowledge for and on its behalf and on behalf of its property service of any and all legal process, that (i) the Action summons, notices and documents which may be served in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper in any Xxx Xxxx Xxxxx xxxxx xx Xxxxxx Xxxxxx Federal court sitting in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx and (iii) this Agreementany appellate court from any thereof, or the subject matter hereofwhich service may be made on such designee, may not be enforced appointee and agent in or by accordance with legal procedures prescribed for such courts. Each Party irrevocably consents The Principal Paying Agent and the Luxembourg Paying Agent will take any and all action necessary to service of process continue such designation in full force and effect and to advise the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right Company of any Party to serve process in change of address of the Trustee; should the Trustee become unavailable for this purpose for any other manner permitted by Law.reason, the

Submission To Jurisdiction; Waivers. Each of the Parties party hereto hereby irrevocably agrees that and unconditionally: (a) submits for itself and its property in any legal action or proceeding with respect relating to this Agreement Agreement, or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, and each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionallythereof, to the exclusive jurisdiction of the aforesaid Courts of the State of New York in the Borough of Manhattan, City of New York, the Courts of the United States of America for the Southern District of New York, and appellate courts from any thereof and agrees that it will not bring any legal action or proceeding with to the courts of its own corporate domicile in respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, actions brought against it as a defense, counterclaim or otherwise, defendant in any action or proceeding with respect to arising out of this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, Agreement; (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or its property is exempt hereafter have to the venue of any such action or immune from jurisdiction of proceeding in any such court or from any legal process commenced in that such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment action or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is proceeding was brought in an inconvenient forumcourt and agrees not to plead or claim the same and waives any other jurisdiction to which it may otherwise be entitled by virtue of its present or future domicile or otherwise; (c) in the case of the Initial Guarantors, agree that: (iii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the manner provided for notices Borrower (as used herein, the “Process Agent”) at its address at 000 Xxxxxx Xxxx, Suite C, Dover, Delaware (Att: Xxxxxx Xxxxx Imach/Xxxxxxx Xxxxxx) or otherwise or at such other address of which the Administrative Agent shall have been notified in Section 9.2writing by the applicable Guarantor; provided that and (ii) nothing in this Agreement herein shall affect the right to effect service of any Party to serve process in any other manner permitted by Lawlaw; and (d) in the case of the Borrower and each Guarantor, it waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 9.14 any special, exemplary, punitive or consequential damages.

Submission To Jurisdiction; Waivers. Each of Parent, Merger Sub and the Parties Company irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party another party hereto or its successors or assigns may be brought and determined exclusively in the Court Courts of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delaware, and each of Parent, Merger Sub and the Parties Company hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive nonexclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of Parent, Merger Sub and the Parties Company hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processprocess in accordance with applicable law, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Lawlaw, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents This Agreement does not involve less than $100,000 and the parties intend that 6 Del. C. ss.2708 shall apply to this Agreement. Parent acknowledges that service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party or delivery to serve process in any other manner permitted by LawCorporation Trust Company at 1209 Orange Street, Wilmington, Delaware 19801, whom Parent hereby apxxxxxx xx xxx xxxxx xxx xxxxxxx xx xxxxxxx, xxall constitute good and sufficient service.

Submission To Jurisdiction; Waivers. Each of the Parties party hereto hereby irrevocably agrees that and unconditionally (i) submits for itself and its property in any legal action or proceeding with respect relating to this Agreement Lease or any other Operative Document, or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in thereof, to the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located District Court for the Southern District of New York and of any New York state court sitting in the State borough of DelawareManhattan, and each appellate courts from any thereof, (ii) consents that any such action or proceedings may be brought to such courts, and waives any objection that it may now or hereafter have to the venue of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees any court or that it will not bring any legal such action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment was brought in respect hereof in any an inconvenient court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assertplead or claim the same, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to agrees that service of process in the manner provided for notices any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address set forth in Section 9.2; provided 8.2 of the Participation Agreement or such other address of which the other parties hereto shall have been notified pursuant to said Section 8.2 and (iv) agrees that nothing in this Agreement herein shall affect the right to effect service of any Party to serve process in any other manner permitted by Applicable Law. EACH PARTY, TO THE EXTENT PERMITTED BY LAW, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG OR BETWEEN THE PARTIES HERETO ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES IN CONNECTION WITH THIS LEASE, ANY OTHER OPERATIVE DOCUMENT OR ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY THE LESSOR’S ABILITY TO PURSUE ANY REMEDIES CONTAINED IN THIS LEASE, THE OTHER OPERATIVE DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT RELATED HERETO. IT IS EXPRESSLY UNDERSTOOD AND AGREED BY AND BETWEEN THE LESSEE AND THE LESSOR AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS THAT NOTHING HEREIN CONTAINED SHALL BE DEEMED TO BE A COVENANT, STIPULATION, OBLIGATION OR AGREEMENT OF ANY PRESENT OR FUTURE MEMBER, OFFICER, AGENT, OR EMPLOYEE OF THE LESSOR IN OTHER THAN HIS OFFICIAL CAPACITY, AND NO OFFICER, AGENT OR EMPLOYEE OF THE LESSOR SHALL BE SUBJECT TO ANY PERSONAL LIABILITY OR ACCOUNTABILITY BY REASON OF THE STIPULATIONS, OBLIGATIONS OR AGREEMENTS CONTAINED IN THIS LEASE.

Submission To Jurisdiction; Waivers. Each of the Parties irrevocably agrees that With respect to any legal suit, action or proceeding with respect relating to this Agreement or for recognition (collectively, a “Proceeding”), each party to this Agreement irrevocably (a) consents and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in submits to the Court of Chancery exclusive jurisdiction of the State courts of the States of New York and Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, and any court of the United States located in the Borough of Manhattan in New York City or the State of Delaware, and each ; (b) waives any objection which such party may have at any time to the laying of the Parties hereby irrevocably submits with regard to venue of any Proceeding brought in any such action or proceeding for itself court, waives any claim that such Proceeding has been brought in an inconvenient forum and in respect further waives the right to its propertyobject, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waivessuch Proceeding, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in does not have jurisdiction over such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), party; and (c) consents to the fullest extent permitted by applicable Law, that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in at the manner provided address set forth for notices in Section 9.211.05 herein; provided provided, however, that nothing in this Agreement such manner of service of process shall affect not preclude the right service of any Party to serve process in any other manner permitted by Lawunder applicable law. Special Damages. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, AND EXCEPT AS PROVIDED BELOW, IN NO EVENT WILL EITHER PARTY OR ANY PERSON IN ITS GROUP BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNITEE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES, INCLUDING SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS (OTHER THAN DAMAGES OR LOST PROFITS CONSTITUTING EXCLUDED LIABILITIES), TO A PERSON WHO IS NOT IN EITHER GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 11.17.

Submission To Jurisdiction; Waivers. Each of the Parties party hereto hereby irrevocably agrees that and unconditionally: submits for itself and its property in any legal action or proceeding with respect relating to this Agreement Guaranty to the exclusive general jurisdiction of the Supreme Court of the State of New York for the County of New York (the “New York Supreme Court”), and the United States District Court for the Southern District of New York (the “Federal District Court,” and together with the New York Supreme Court, the “New York Courts”) and appellate courts from either of them and agrees that any such action or proceeding shall be brought solely in such New York Courts; provided that nothing in this Guaranty shall be deemed or operate to preclude (i) the Collateral Agent from bringing suit or taking other legal action in any other jurisdiction or to enforce a judgment or other court order in favor of the Administrative Agent or the Collateral Agent, (ii) any party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment judgment, (iii) if all such New York Courts decline jurisdiction over any EXHIBIT F person, or decline (or, in respect hereof brought by the case of the Federal District Court, lack) jurisdiction over any Other Party subject matter of such action or its successors proceeding, a legal action or assigns proceeding may be brought with respect thereto in another court having jurisdiction and determined exclusively (iv) in the Court event a legal action or proceeding is brought against any party hereto or involving any of Chancery its assets or property in another court (without any collusive assistance by such party or any of the State of Delaware orits Subsidiaries or Affiliates), if under applicable Law exclusive jurisdiction over such matter is vested party from asserting a claim or defense (including any claim or defense that this Section 22 would otherwise require to be asserted in the federal courts, any court of the United States located a legal action or proceeding in the State of Delaware, and each of the Parties hereby irrevocably submits with regard to a New York Court) in any such action or proceeding for itself and in respect to its property, generally and unconditionallyproceeding; waives, to the exclusive jurisdiction of the aforesaid courts and agrees maximum extent permitted by applicable law, any objection that it will not bring any legal action may now or proceeding with respect hereafter have to this Agreement or for recognition and enforcement the laying of any judgment in respect hereof in any court other than the aforesaid courts. Each venue of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect arising out of or relating to this Agreement Guaranty or for recognition and enforcement of any judgment other Loan Document in respect hereof, any court referred to in paragraph (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably section; consents to service of process in the manner provided for notices in Section 9.213; provided that nothing and waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Agreement shall Section 22 any special, exemplary, punitive or consequential damages. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any court referred to in paragraph (a) above. Nothing in this Guaranty will affect the right of any Party party hereto to serve process in any other manner permitted by Lawapplicable law.

Submission To Jurisdiction; Waivers. (a) Each of the Parties Company, Purchaser and Company Stockholders hereby irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party another party hereto or its successors or assigns may shall be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the any federal courts, any or state court of the United States competent jurisdiction located in the State of Delaware, and each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself Delaware and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courtshearing appeals therefrom. Each of the Parties party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts jurisdiction for any reason other than the failure to lawfully serve processprocess in accordance with the provisions hereof, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Lawlaw, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) that this Agreement, or the subject matter hereof, may not be enforced in or by such courtscourts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each Party party irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the manner provided for notices in Section 9.2; provided that nothing mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement Agreement, such service of process to be effective upon acknowledgement of receipt of such registered mail. Nothing herein shall affect the right of any Party party to serve process in any other manner permitted by Lawlaw or to commence legal proceedings or otherwise proceed against the other party in any other jurisdiction in which the other party in any other jurisdiction in which the other party may be subject to suit.

Submission To Jurisdiction; Waivers. Each of the Parties Elan, Merger Sub and Dura irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party the other party or parties hereto or its or their successors or assigns may exclusively be brought and determined exclusively in the Court federal courts located in the Borough of Chancery Manhattan, City of New York, State of New York, or the courts of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States New York located in the Borough of Manhattan, City of New York, State of DelawareNew York, and each of the Parties Elan, Merger Sub and Dura hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties Elan, Merger Sub and Dura hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Lawlaw, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courtscourts and (d) any right to a trial by jury. Each Party Elan will, promptly after the date of this Agreement, irrevocably consents to appoint CT Corporation System, New York, New York as its authorized agent for service of process in the manner provided for notices any suit or proceeding based on or arising under this Agreement. Elan waives any right to assert sovereign immunity or any similar defense available to it by virtue of its domicile in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by LawIreland.

Submission To Jurisdiction; Waivers. Each of the Parties party to this Agreement hereby irrevocably and unconditionally: (a) (i) agrees that any legal suit, action or proceeding instituted against it by any other party with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State of Delawareinstituted, and each of the Parties hereby irrevocably submits with regard to that any such suit, action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that by it will not bring against any legal action or proceeding other party with respect to this Agreement or for recognition and enforcement of any judgment shall be instituted, only in respect hereof in any court other than the aforesaid courts. Each courts of the Parties hereby irrevocably waivesCommonwealth of Massachusetts, or federal courts sitting in Boston, Massachusetts (and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in appellate courts from any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than foregoing) as the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of party instituting such suit, action or proceeding is improper may in his or its sole discretion elect, (ii) consents and submits, for himself or itself and his or its property, to the jurisdiction of such courts for the purpose of any such suit, action or proceeding instituted against him or it by the other and (iii) this Agreementagrees that a final judgment in any such suit, action or the subject matter hereof, proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courts. Each Party irrevocably consents to law; (b) agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 7.9(a) may be effected by the manner provided mailing of copies thereof by registered or certified mail, postage prepaid, to you or the Company, as the case may be, at the addresses for notices in pursuant to Section 9.27.2 hereof (with copies to such other Persons as specified therein); provided provided, however, that nothing contained in this Agreement Section 7.9 shall affect the right of any Party you or the Company to serve process in any other manner permitted by Law.law; (c) (i) waives any objection which he, she or it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court specified in Section 7.9(a), (ii) waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and (iii) agrees not to plead or claim either of the foregoing; (d) WAIVES ANY RIGHT HE OR IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY; and

Submission To Jurisdiction; Waivers. Each of the Parties Purchaser and Parent irrevocably agrees that any legal action Action or proceeding Proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof thereof brought by any Other Party the other party hereto or its successors or assigns assigns, may be brought and determined exclusively in the Supreme Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested New York in the federal courts, any court of New York County or in the United States located in District Court for the State Southern District of DelawareNew York, and each of the Parties Purchaser and Parent hereby irrevocably submits with regard to any such action Action or proceeding Proceeding for itself and in respect to its propertyAssets and Properties, generally and unconditionally, to the exclusive nonexclusive jurisdiction of the aforesaid courts provided, however, that such consent to jurisdiction is solely for the purpose referred to in this Section and agrees that it will shall not bring any legal action be deemed to be a general submission to the jurisdiction of said courts or proceeding with respect to this Agreement or for recognition and enforcement in the State of any judgment in respect hereof in any court New York other than the aforesaid courtsfor such purpose. Each of the Parties Purchaser and Parent hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, otherwise in any action Action or proceeding Proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processprocess in accordance with this Section 14.12, (b) that it or its property is Assets and Properties are exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise)courts, and (c) to the fullest extent permitted by applicable Law, that (i) the Action or Proceeding in any such court is brought in an inconvenient forum, (ii) that the venue of such suitAction or Proceeding is improper, action or proceeding is improper and (iii) that this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party of Purchaser and Parent hereby irrevocably consents designates CT Corporation System (in such capacity, the "Process Agent"), with an office at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as their respective designee, appointee and agent to receive, for and on their behalf service of process in such jurisdiction in any Action or Proceeding with respect to this Agreement, but for no other purpose, and such service shall be deemed complete upon delivery thereof to the manner provided for notices Process Agent. Each of Purchaser and Parent further irrevocably consents to the service of process out of any of the aforementioned courts in Section 9.2; provided that nothing any such Action or Proceeding by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address set forth in this Agreement Agreement, such service of process to be effective upon acknowledgement of receipt of such registered mail. Nothing herein shall affect the right of any Party either party to serve process in any other manner permitted by LawLaw or to commence any Action or Proceeding or otherwise proceed against the other party in any other jurisdiction in which the other party may be subject to suit.

Submission To Jurisdiction; Waivers. Each of the Parties party hereto hereby irrevocably agrees that and unconditionally (i) submits for itself and its property in any legal action or proceeding with respect relating to this Agreement Lease or any other Operative Document, or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in thereof, to the Court non-exclusive general jurisdiction of Chancery the courts of the State of Delaware orTexas, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court courts of the United States located in of America for the State Eastern District of DelawareTexas and appellate courts from any thereof, (ii) consents that any such action or proceedings may be brought to such courts, and each waives any objection that it may now or hereafter have to the venue of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees any court or that it will not bring any legal such action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment was brought in respect hereof in any an inconvenient court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assertplead or claim the same, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address set forth in SECTION 8.2 of the manner provided for notices in Section 9.2; provided Participation Agreement or such other address of which the other parties hereto shall have been notified pursuant to said SECTION 8.2 and (iv) agrees that nothing in this Agreement herein shall affect the right to effect service of any Party to serve process in any other manner permitted by Law.law. EACH PARTY, TO THE EXTENT PERMITTED BY LAW, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG OR BETWEEN THE PARTIES HERETO ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES IN CONNECTION WITH THIS LEASE, ANY OTHER OPERATIVE DOCUMENT OR ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY THE LESSOR'S ABILITY TO PURSUE ANY REMEDIES CONTAINED IN THIS LEASE, THE OTHER OPERATIVE DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT RELATED HERETO. [THIS SPACE INTENTIONALLY LEFT BLANK]

Submission To Jurisdiction; Waivers. Each of Purchaser, the Parties Company and Stockholder irrevocably agrees that any legal action or proceeding with respect consents to this Agreement or for recognition the jurisdiction and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively venue in the United States District Court for the Southern District of Chancery New York and in the courts hearing appeals therefrom unless no federal subject matter jurisdiction exists, in which event, each of Purchaser, the Company and Stockholder irrevocably consents to jurisdiction and venue in the Supreme Court of the State of Delaware orNew York, if under applicable Law exclusive jurisdiction over such matter is vested New York County, and in the federal courtscourts hearing appeals therefrom, for the resolution of any court of the United States located in the State of Delawaredispute, and each of the Parties hereby irrevocably submits with regard to any such action action, suit or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction arising out of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect relating to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courtsAgreement. Each of Purchaser, the Parties Company and Stockholder hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement Agreement, the defense of any judgment in respect hereofsovereign immunity, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processprocess in accordance with this Section 7.9, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding is improper and (iii) improper, or that this Agreement, or the subject matter hereofhereof or thereof, may not be enforced in or by such courtscourts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, fettxx xx delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each Party Purchaser hereby designates Josexx X. Xxxxxxx & Xons, Inc., with an office as of the date hereof at 375 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxe Company hereby irrevocably consents designates PolyGram Holding Inc., with an office on the date hereof at 825 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xxx Stockholder hereby designates Philips Electronics North America, with an office as of the date hereof at 1251 Avenue of the Americas, New Xxxx, Xxx Xxxx 00000-0000 (xxch a "PROCESS AGENT"), as the designees, appointees and agents of the Company, Stockholder and Purchaser, respectively, to receive, for and on such parties' behalves, service of process in such jurisdiction in any legal action or proceeding with respect to this Agreement and such 73 66 service shall be deemed complete upon delivery thereof to the applicable Process Agent; provided, that in the case of any such service upon a Process Agent, the party effecting such service shall also deliver a copy thereof to the party who designated such Process Agent in the manner provided for notices in Section 9.2; provided 7.2. Each party shall take all such action as may be necessary to continue said appointment in full force and effect or to appoint another agent so that nothing it will at all times have an agent for service of process for the above purposes in New York, New York. Each of Purchaser, the Company and Stockholder further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement Agreement, such service of process to be effective upon acknowledgement of receipt of such registered mail. Nothing herein shall affect the right of any Party party to serve process in any other manner permitted by LawLaw or to commence legal proceedings or otherwise proceed against the other party in any other jurisdiction in which the other party may be subject to suit. Each of Purchaser, the Company and Stockholder expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Laws of the State of New York and of the United States of America; provided, that each such party's consent to jurisdiction and service contained in this Section 7.9 is solely for the purpose referred to in this Section 7.9 and shall not be deemed to be a general submission to said courts or in the State of New York other than for such purpose. In the event of the transfer of all or substantially all of the assets and business of the Process Agent to any other corporation by consolidation, merger, sale of assets or otherwise, such other corporation shall be substituted hereunder for the Process Agent with the same effect as if named herein in place of Josexx X. Xxxxxxx & Xons, Inc., PolyGram Holding Inc. or Philips Electronics North America, as the case may be.

Submission To Jurisdiction; Waivers. Each of ScottishPower, HoldCo (on behalf of itself and Merger Sub), the Parties Partnership, UKSub 1, UKSub 2 and the Company irrevocably agrees agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any Other Party another party hereto or its successors or assigns may be brought and determined exclusively in the Supreme Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested New York in the federal courts, any court of New York County or in the United States located in District Court for the State Southern District of DelawareNew York, and each of ScottishPower, HoldCo (on behalf of itself and Merger Sub), the Parties Partnership, and the Company hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive nonexclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal courts. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with respect to this Agreement or for recognition and enforcement of any judgment the notice provisions contained in respect hereof in any court other than the aforesaid courtsSECTION 9.02. Each of ScottishPower, HoldCo, the Parties Partnership, Merger Sub, and the Company hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereofAgreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve processprocess in accordance with this SECTION 9.10, (bc) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (cd) to the fullest extent permitted by applicable Law, law that (i) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 9.2; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by Law.

Submission To Jurisdiction; Waivers. Each of the Parties party hereto hereby irrevocably agrees that and unconditionally: submits for itself and its property in any legal action or proceeding with respect relating to this Agreement Guaranty to the exclusive general jurisdiction of the Supreme Court of the State of New York for the County of New York (the “New York Supreme Court”), and the United States District Court for the Southern District of New York (the “Federal District Court,” and together with the New York Supreme Court, the “New York Courts”) and appellate courts from either of them and agrees that any such action or proceeding shall be brought solely in such New York Courts; provided that nothing in this Guaranty shall be deemed or operate to preclude (i) the Collateral Agent from bringing suit or taking other legal action in any other jurisdiction or to enforce a judgment or other court order in favor of the Administrative Agent or the Collateral Agent, (ii) any party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment judgment, (iii) if all such New York Courts decline jurisdiction over any person, or decline (or, in respect hereof brought by the case of the Federal District Court, lack) jurisdiction over any Other Party subject matter of such action or its successors proceeding, a legal action or assigns proceeding may be brought with respect thereto in another court having jurisdiction and determined exclusively (iv) in the Court event a legal action or proceeding is brought against any party hereto or involving any of Chancery its assets or property in another court (without any collusive assistance by such party or any of the State of Delaware orits Subsidiaries or Affiliates), if under applicable Law exclusive jurisdiction over such matter is vested party from asserting a claim or defense (including any claim or defense that this Section 22 would otherwise require to be asserted in the federal courts, any court of the United States located a legal action or proceeding in the State of Delaware, and each of the Parties hereby irrevocably submits with regard to a New York Court) in any such action or proceeding for itself and in respect to its property, generally and unconditionallyproceeding; waives, to the exclusive jurisdiction of the aforesaid courts and agrees maximum extent permitted by applicable law, any objection that it will not bring any legal action may now or proceeding with respect hereafter have to this Agreement or for recognition and enforcement the laying of any judgment in respect hereof in any court other than the aforesaid courts. Each venue of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect arising out of or relating to this Agreement Guaranty or for recognition and enforcement of any judgment other Loan Document in respect hereof, any court referred to in paragraph (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably section; consents to service of process in the manner provided for notices in Section 9.213; provided that nothing and waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Agreement shall Section 22 any special, exemplary, punitive or consequential damages. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any court referred to in paragraph (a) above. Nothing in this Guaranty will affect the right of any Party party hereto to serve process in any other manner permitted by Lawapplicable law.

Submission To Jurisdiction; Waivers. Each of Purchaser, the Parties Company and the Selling Stockholders irrevocably agrees that any legal action or proceeding Proceeding with respect to this Agreement Agreement, the transactions contemplated hereby, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect hereof brought by any Other Party another party hereto or its successors or permitted assigns may only be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction over such matter is vested in the any federal courts, any or state court of the United States located in the State of DelawareNew York, New York, and each of Purchaser, the Parties Company and the Selling Stockholders hereby irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courts. Each of the Parties parties irrevocably and unconditionally waives any objection to the laying of venue in any such court of any Proceeding set forth above arising out of this Agreement or the transactions contemplated hereby. Each of Purchaser, the Company and the Selling Stockholders hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding Proceeding with respect to this Agreement Agreement, the transactions contemplated hereby, any provision hereof or for recognition and enforcement of any judgment in respect the breach, performance, enforcement, validity or invalidity hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable LawLaws, that (i) the Action Proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suitProceeding is improper, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents Notwithstanding anything to service the contrary contained herein, each of process the parties hereto expressly agrees that it will not bring or support any action, including any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to any agreement entered into by the Financing Sources under the Debt Commitment Letters in connection with the Debt Commitment Letters or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the manner provided Federal courts, the United States District Court for notices in the Southern District of New York (and appellate courts thereof). The parties hereto further agree that all of the provisions of Section 9.2; provided that nothing 14.16 relating to waiver of jury trial shall apply to any action, cause of action, claim, cross-claim or third party claim referenced in this Agreement shall affect the right of any Party to serve process in any other manner permitted by Lawparagraph.

Submission To Jurisdiction; Waivers. Each of the Parties party hereto hereby irrevocably agrees that and unconditionally: (a) submits for itself and its Property in any legal action or proceeding with respect relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect hereof brought by any Other Party or its successors or assigns may be brought and determined exclusively in thereof, to the Court exclusive general jurisdiction of Chancery the courts of the State of Delaware orNew York, if under applicable Law exclusive jurisdiction over such matter is vested in the federal courts, any court courts of the United States located of America for the Southern District of New York, in each case, in the State County of DelawareNew York, Borough of Manhattan, and each of the Parties hereby irrevocably submits with regard to appellate courts 12 #157829680 from any thereof; (b) consents that any such action or proceeding for itself may be brought in such courts and in respect to its property, generally and unconditionally, waives any objection that it may now or hereafter have to the exclusive jurisdiction venue of the aforesaid courts and agrees that it will not bring any legal such action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any such court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, or that such action or proceeding was brought in an inconvenient court and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and same; (c) to the fullest extent permitted by applicable Law, agrees that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party irrevocably consents to service of process in the manner provided for notices any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to its address set forth in Section 9.29.2 of the ULCA or at such other address of which the Administrative Agent (or in the case of the Administrative Agent, the other parties hereto) shall have been notified pursuant thereto; provided (d) agrees that the Agents, the Issuing Banks and the Lenders retain the right to bring proceedings against any Loan Party in the courts of any other jurisdiction in connection with the exercise of any rights under any Security Document or the enforcement of any judgment; (e) agrees that nothing in this Agreement herein shall affect the right to effect service of any Party to serve process in any other manner permitted by Law.law; and (f) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 10 any special, exemplary, punitive or consequential damages. [SIGNATURE PAGES FOLLOW]