Common use of Submission to Jurisdiction Clause in Contracts

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager or any indemnified party. Each of the Manager and the Dealer (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager and the Dealer agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Distributor and the Dealer Agent consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Distributor and the Dealer Agent hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Distributor or any indemnified party. Each of the Manager Distributor and the Dealer Agent (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Distributor and the Dealer Agent agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Distributor and the Dealer Agent and may be enforced in any other courts to the jurisdiction of which the Manager Distributor or the Dealer Agent is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company and each of the Manager and the Dealer Underwriter consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Underwriter and the Dealer Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager any Underwriter or any indemnified party. Each of the Manager Underwriter and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives each waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager The Company and the Dealer each Underwriter agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company and the Dealer each Underwriter, respectively, and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer Company and each Underwriter, respectively, is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company and each of the Manager and the Dealer Underwriter consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Underwriter and the Dealer Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager any Underwriter or any indemnified party. Each of the Manager Underwriter and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders shareholders and affiliates) waives each waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager The Company and the Dealer each Underwriter agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company and the Dealer each Underwriter, respectively, and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer Company and each Underwriter, respectively, is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Fund and UBS Warburg LLC each of the Manager and the Dealer consents consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Fund and the Dealer UBS Warburg hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager UBS Warburg LLC or any indemnified party. Each of UBS Warburg LLC, the Manager and the Dealer Fund (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Investment Manager (on its behalf and, to the extent permitted by applicable law, on behalf of its unitholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Fund and the Dealer Investment Manager agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Fund and the Dealer Investment Manager, as the case may be, and may be enforced in any other courts to in the jurisdiction of which the Manager Fund or the Dealer Investment Manager, as the case may be, is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company and the Dealer consents Partnership consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Company and the Dealer Partnership hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Underwriters or any indemnified party. Each of the Manager The Underwriters and the Dealer Company (on its their own behalf and, to the extent permitted by applicable law, on behalf of its stockholders their respective shareholders and affiliates) waives and the Partnership waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager The Company and the Dealer agrees Partnership agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and Company and/or the Dealer Partnership and may be enforced in any other courts to the jurisdiction of which the Manager Company or the Dealer Partnership is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company, the Adviser and the Dealer Administrator consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Company, the Adviser and the Dealer Administrator hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Joint Book-Running Managers or any indemnified party. Each of the Manager and Joint Book-Running Managers, the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) ), the Adviser and the Administrator waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Company, the Adviser and the Dealer Administrator agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company, the Adviser and the Dealer Administrator, as appropriate, and may be enforced in any other courts to the jurisdiction of which the Manager or Company, the Dealer Adviser and the Administrator, as appropriate, is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company and the Dealer Manager consents to the non-exclusive jurisdiction of such courts and personal service with respect thereto. Each of the Manager Company and the Dealer Manager hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Sales Agent or any indemnified party. Each of the Sales Agent, the Manager and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Company and the Dealer Manager agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and Company or the Dealer Manager, as the case may be, and may be enforced in any other courts to in the jurisdiction of which the Manager Company or the Dealer Manager, as the case may be, is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company and the Dealer consents Operating Partnership consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Company and the Dealer Operating Partnership hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement Amendment is brought by any third party against the Manager any Agent or any indemnified party. Each of the Manager Agents and the Dealer Company and the Operating Partnership (on its their behalf and, to the extent permitted by applicable law, on behalf of its their stockholders and affiliates) waives waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this AgreementAmendment. Each of the Manager The Company and the Dealer agrees Operating Partnership agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company and the Dealer Operating Partnership and may be enforced in any other courts to the jurisdiction of which the Manager or Company and the Dealer is Operating Partnership are or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim claim arising under this Agreement may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company and the Dealer Operating Partnership consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Company and the Dealer Operating Partnership hereby consents to personal jurisdiction, service and venue in any court in which any Claim claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager or any indemnified party. Each of the Manager Manager, the Company and the Dealer Operating Partnership (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Company and the Dealer Operating Partnership agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer it and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer it is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company and the Dealer Manager consents to the non-exclusive jurisdiction of such courts and personal service with respect thereto. Each of the Manager Company and the Dealer Manager hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Representative or any indemnified party. Each of the Representative, the Manager and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Company and the Dealer Manager agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and Company or the Dealer Manager, as the case may be, and may be enforced in any other courts to in the jurisdiction of which the Manager Company or the Dealer Manager, as the case may be, is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company and the Dealer consents Operating Partnership consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Company and the Dealer Operating Partnership hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager or any indemnified party. Each of the Manager and Manager, the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Operating Partnership waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager The Company and the Dealer agrees Operating Partnership agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company and the Dealer Operating Partnership and may be enforced in any other courts to the jurisdiction of which the Manager or Company and the Dealer is Operating Partnership are or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the non-exclusive jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement and any Terms Agreement is brought by any third party against the Manager or any indemnified party. Each of the Manager and the Dealer Company (in the case of the Company on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement and any Terms Agreement. Each of the Manager and the Dealer The Company agrees that a final final, non-appealable judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Company and may be enforced in any other courts to in the jurisdiction of which the Manager or the Dealer Company is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have exclusive jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer consents Partnership Parties consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The Partnership Parties each hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager any Underwriter or any indemnified party. Each of the Manager Underwriter and the Dealer Partnership Parties (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders equity owners and affiliates) waives waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager and the Dealer agrees The Partnership Parties agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Partnership Parties and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer is Partnership Parties are or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the non-exclusive jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement Amendment is brought by any third party against the Manager Sales Agent or any indemnified party. Each of the Manager Sales Agent and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this AgreementAmendment. Each of the Manager and the Dealer The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Company and may be enforced in any other courts to in the jurisdiction of which the Manager or the Dealer Company is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Capitala Entities each of the Manager and the Dealer consents consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The Capitala Entities each hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager any Underwriter or any indemnified party. Each of the Manager Underwriter and the Dealer each Capitala Entity (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager and the Dealer agrees The Capitala Entities each agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer such Capitala Entity and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer such Capitala Entity is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim claim (a “Claim”) which relates to the terms of this Dealer Manager Agreement or the transactions contemplated hereby may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Fund and the Dealer Investment Advisor consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Fund and the Dealer Investment Advisor hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Dealer Manager Agreement is brought by any third party against the Dealer Manager or any indemnified party. Each of the Manager Dealer Manager, the Fund (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Dealer Investment Advisor (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Dealer Manager Agreement. Each of the Manager Fund and the Dealer Investment Advisor agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and Fund or the Dealer Investment Advisor, as the case may be, and may be enforced in any other courts to in the jurisdiction of which the Manager Fund or the Dealer Investment Advisor is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim claim (a “Claim”) which relates to the terms of this Agreement or the transactions contemplated hereby may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Fund and the Dealer Investment Manager consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Fund and the Dealer Investment Manager hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Dealer Manager or any indemnified party. Each of the Manager and Dealer Manager, the Dealer Fund (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders shareholders and affiliates) and the Investment Manager (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Fund and the Dealer Investment Manager agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and Fund or the Dealer Investment Manager, as the case may be, and may be enforced in any other courts to in the jurisdiction of which the Manager Fund or the Dealer Investment Manager is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer consents parties hereto consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The parties hereto hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager any Underwriter or any indemnified party. Each of the Manager Underwriter and the Dealer Crestwood Parties (on each of its behalf and, to the extent permitted by applicable law, on behalf of each of its stockholders equity holders and affiliates) waives affiliates waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager and the Dealer agrees The Crestwood Parties agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Crestwood Parties and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer is Crestwood Parties are or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company and the Dealer Adviser consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Company and the Dealer Adviser hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Representatives or any indemnified party. Each of the Manager and Representatives, the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Adviser waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Company and the Dealer Adviser agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company and the Dealer Adviser, as appropriate, and may be enforced in any other courts to the jurisdiction of which the Manager or Company and the Dealer Adviser, as appropriate, is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer consents Transaction Entities consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The Transaction Entities hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Underwriter or any indemnified party. Each of the Manager Underwriter and the Dealer Transaction Entities (on its their behalf and, to the extent permitted by applicable law, on behalf of its their stockholders and affiliates) waives waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager and the Dealer agrees The Transaction Entities agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Transaction Entities and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer is Transaction Entities are or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Fund and UBS Warburg each of the Manager and the Dealer consents consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Fund and the Dealer UBS Warburg hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager UBS Warburg or any indemnified party. Each of UBS Warburg, the Manager and the Dealer Fund (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Investment Adviser (on its behalf and, to the extent permitted by applicable law, on behalf of its unitholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Fund and the Dealer Investment Adviser agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Fund and the Dealer Investment Adviser, as the case may be, and may be enforced in any other courts to in the jurisdiction of which the Manager Fund or the Dealer Investment Adviser, as the case may be, is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim claim (a “Claim”) which relates to the terms of this Dealer Manager Agreement or the transactions contemplated hereby may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Fund and the Dealer Investment Adviser consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Fund and the Dealer Investment Adviser hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Dealer Manager Agreement is brought by any third party against the Dealer Manager or any indemnified party. Each of the Manager Dealer Manager, the Fund (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Dealer Investment Adviser (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Dealer Manager Agreement. Each of the Manager Fund and the Dealer Investment Adviser agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and Fund or the Dealer Investment Adviser, as the case may be, and may be enforced in any other courts to in the jurisdiction of which the Manager Fund or the Dealer Investment Adviser is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company and the Dealer consents Operating Partnership consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Company and the Dealer Operating Partnership hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager any Agent or any indemnified party. Each of the Manager Agents and the Dealer Company and the Operating Partnership (on its their behalf and, to the extent permitted by applicable law, on behalf of its their stockholders and affiliates) waives waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager The Company and the Dealer agrees Operating Partnership agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company and the Dealer Operating Partnership and may be enforced in any other courts to the jurisdiction of which the Manager or Company and the Dealer is Operating Partnership are or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the non-exclusive jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Xxxxxxx Xxxxx or any indemnified party. Each of the Manager Xxxxxxx Xxxxx and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager and the Dealer The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Company and may be enforced in any other courts to in the jurisdiction of which the Manager or the Dealer Company is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company and the Dealer consents Partnership consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Company and the Dealer Partnership hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager or any indemnified party. Each of the The Manager and the Dealer Company (on its their own behalf and, to the extent permitted by applicable law, on behalf of its stockholders their respective shareholders and affiliates) waives and the Partnership waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager The Company and the Dealer agrees Partnership agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and Company and/or the Dealer Partnership and may be enforced in any other courts to the jurisdiction of which the Manager Company or the Dealer Partnership is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the The City and County of New York or in the United States U.S. District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Company, the Adviser and the Dealer BDC Partners hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Ladenburg or any indemnified party. Each of Ladenburg, the Manager Adviser, BDC Partners and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Company, the Adviser and the Dealer BDC Partners agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company, the Adviser and the Dealer BDC Partners and may be enforced in any other courts to the jurisdiction of which the Manager Company, the Adviser or the Dealer BDC Partners is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the The City and County of New York or in the United States U.S. District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Company, the Adviser and the Dealer BDC Partners hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Dealer Manager or any indemnified party. Each of the Manager Dealer Manager, the Adviser, BDC Partners and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Company, the Adviser and the Dealer BDC Partners agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company, the Adviser and the Dealer BDC Partners and may be enforced in any other courts to the jurisdiction of which the Manager Company, the Adviser or the Dealer BDC Partners is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company and the Dealer Manager consents to the non-exclusive jurisdiction of such courts and personal service with respect thereto. Each of the Manager Company and the Dealer Manager hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Xxxxxxx Xxxxx or any indemnified party. Each of Xxxxxxx Xxxxx, the Manager and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Company and the Dealer Manager agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and Company or the Dealer Manager, as the case may be, and may be enforced in any other courts to in the jurisdiction of which the Manager Company or the Dealer Manager, as the case may be, is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim -------------------------- may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Warburg Dillon Read LLC or any indemnified party. Each of the Manager Warburg Dillon Read LLC and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager and the Dealer The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Company and may be enforced in any other courts to in the jurisdiction of which the Manager or the Dealer Company is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have exclusive jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer consents Partnership Parties consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Partnership Parties and the Dealer Selling Unitholders each hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Underwriter or any indemnified party. Each The Underwriter and each of the Manager Selling Unitholders and the Dealer Partnership Parties (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders equity owners and affiliates) waives waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager The Partnership Parties and the Dealer agrees Selling Unitholders agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Partnership Parties and the Dealer Selling Unitholders and may be enforced in any other courts to the jurisdiction of which the Manager or Partnership Parties and the Dealer is Selling Unitholders are or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Fund and UBS Securities each of the Manager and the Dealer consents consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Fund and the Dealer UBS Securities hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager UBS Securities or any indemnified party. Each of UBS Securities, the Manager and the Dealer Fund (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Investment Adviser (on its behalf and, to the extent permitted by applicable law, on behalf of its unitholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Fund and the Dealer Investment Adviser agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Fund and the Dealer Investment Adviser, as the case may be, and may be enforced in any other courts to in the jurisdiction of which the Manager Fund or the Dealer Investment Adviser, as the case may be, is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company and the Dealer Selling Stockholder consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Company and the Dealer Selling Stockholder hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager an Underwriter or any indemnified party. Each of the Manager Underwriters, the Company and the Dealer Selling Stockholder (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders shareholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager The Company and the Dealer agrees Selling Stockholder each agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and Company and/or the Dealer Selling Stockholder, as the case may be, and may be enforced in any other courts to the jurisdiction of which the Manager or Company and/or the Dealer Selling Stockholder, as the case may be, is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company and the Dealer Manager consents to the non-exclusive jurisdiction of such courts and personal service with respect thereto. Each of the Manager Company and the Dealer Manager hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Credit Suisse or any indemnified party. Each of Credit Suisse, the Manager and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Company and the Dealer Manager agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and Company or the Dealer Manager, as the case may be, and may be enforced in any other courts to in the jurisdiction of which the Manager Company or the Dealer Manager, as the case may be, is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have exclusive jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer consents Ferrellgas Parties hereby consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The Ferrellgas Parties hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager any Underwriter or any indemnified party. Each Underwriter and each of the Manager and the Dealer Ferrellgas Parties (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders securityholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager The Ferrellgas Parties and the Dealer agrees each Underwriter agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer them and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer is they are or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim claim (a “Claim”) which relates to the terms of this Dealer Manager Agreement or the transactions contemplated hereby may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Fund and the Dealer Investment Adviser consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Fund and the Dealer Investment Adviser hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Dealer Manager Agreement is brought by any third party against the Dealer Manager or any indemnified party. Each of the Manager and Dealer Manager, the Dealer Fund (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders shareholders and affiliates) and the Investment Adviser (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Dealer Manager Agreement. Each of the Manager Fund and the Dealer Investment Adviser agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and Fund or the Dealer Investment Adviser, as the case may be, and may be enforced in any other courts to in the jurisdiction of which the Manager Fund or the Dealer Investment Adviser is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer consents Issuers consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The Issuers hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Initial Purchaser or any indemnified party. Each of the Manager Initial Purchaser and the Dealer Issuers (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager and the Dealer agrees The Issuers agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Issuers and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer is Issuers are or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Underwriters and the Dealer consents Ferrellgas Parties consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Underwriters and the Dealer Ferrellgas Parties hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager any Underwriter or any indemnified party. Each of the Manager Underwriters and the Dealer Ferrellgas Parties (on its their behalf and, to the extent permitted by applicable law, on behalf of its stockholders their equityholders and affiliates) waives waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager The Underwriters and the Dealer agrees Ferrellgas Parties agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Underwriters and the Dealer Ferrellgas Parties and may be enforced in any other courts to in the jurisdiction of which the Manager or the Dealer is they are or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Fund and UBS Securities LLC each of the Manager and the Dealer consents consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Fund and the Dealer UBS Securities LLC hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager UBS Securities LLC or any indemnified party. Each of UBS Securities LLC, the Manager and the Dealer Fund (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and each of the Advisors (on its behalf and, to the extent permitted by applicable law, on behalf of its affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Fund and the Dealer Advisors agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Fund and the Dealer Advisors, as the case may be, and may be enforced in any other courts to in the jurisdiction of which the Manager Fund or the Dealer Advisors, as the case may be, is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim claim (a “Claim”) which relates to the terms of this Agreement or the transactions contemplated hereby may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Fund and the Dealer Adviser consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Fund and the Dealer Adviser hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Dealer Manager or any indemnified party. Each of the Manager and Dealer Manager, the Dealer Fund (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders shareholders and affiliates) and the Adviser (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Fund and the Dealer Adviser agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and Fund or the Dealer Adviser, as the case may be, and may be enforced in any other courts to in the jurisdiction of which the Manager Fund or the Dealer Adviser is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company and the Dealer consents Operating Partnership consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Company and the Dealer Operating Partnership hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager any Agent or any indemnified party. Each of the Manager Agents and the Dealer Company and the Operating Partnership (on its their behalf and, to the extent permitted by applicable law, on behalf of its their stockholders and affiliates) waives waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this AgreementAmendment. Each of the Manager The Company and the Dealer agrees Operating Partnership agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company and the Dealer Operating Partnership and may be enforced in any other courts to the jurisdiction of which the Manager or Company and the Dealer is Operating Partnership are or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim claim arising out of or in any way relating to this Agreement may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager any Underwriter or any indemnified party. Each of the Manager Underwriter and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager and the Dealer The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Company and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer Company is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have exclusive jurisdiction over the adjudication of such matters, and Holdings and each of the Manager and the Dealer consents Selling Stockholder consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Holdings and the Dealer each Selling Stockholder hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Underwriter or any indemnified party. Each of the Manager The Underwriter and the Dealer Holdings (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives and each Selling Stockholder each waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Holdings and the Dealer agrees each Selling Stockholder agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Holdings and the Dealer each Selling Stockholder and may be enforced in any other courts to the jurisdiction of which the Manager Holdings or the Dealer any Selling Stockholder is or may be subject, by suit upon such judgment. Each party not located in the United States irrevocably appoints CT Corporation System with its address at 100 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its agent to receive service of process or other legal summons for purposes of any Claim.

Submission to Jurisdiction. Except as set forth below, no Claim claim (a "Claim") which relates to the terms of this Dealer Manager Agreement or the transactions contemplated hereby may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Fund and the Dealer Investment Advisor consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Fund and the Dealer Investment Advisor hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Dealer Manager Agreement is brought by any third party against the Dealer Manager or any indemnified party. Each of the Manager Dealer Manager, the Fund (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Dealer Investment Advisor (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Dealer Manager Agreement. Each of the Manager Fund and the Dealer Investment Advisor agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and Fund or the Dealer Investment Advisor, as the case may be, and may be enforced in any other courts to in the jurisdiction of which the Manager Fund or the Dealer Investment Advisor is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the jurisdiction of such courts and personal service with respect thereto. Each The Company and each of the Manager and the Dealer Selling Stockholders hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager UBS or any indemnified party. Each of UBS, the Manager Selling Stockholders and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each The Company and each of the Manager and the Dealer Selling Stockholders agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Company and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer Company is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company, the Adviser and the Dealer consents Administrator consent to the jurisdiction of such courts and personal service with respect thereto. Each of The Company, the Manager Adviser and the Dealer Administrator hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager or any indemnified party. Each of the Manager Manager, the Company, the Adviser and the Dealer Administrator (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of The Company, the Manager Adviser and the Dealer agrees Administrator agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Company and may be enforced in any other courts to the jurisdiction of which the Manager Company, the Adviser or the Dealer Administrator is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company and the Dealer Adviser consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Company and the Dealer Adviser hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Representative or any indemnified party. Each of the Manager and Representative, the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Adviser waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Company and the Dealer Adviser agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company and the Dealer Adviser, as appropriate, and may be enforced in any other courts to the jurisdiction of which the Manager or Company and the Dealer Adviser, as appropriate, is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer consents parties hereto consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The parties hereto hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager any Underwriter or any indemnified party. Each of the Manager Underwriter and the Dealer Quicksilver Parties (on each of its behalf and, to the extent permitted by applicable law, on behalf of each of its stockholders equity holders and affiliates) waives affiliates waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager and the Dealer agrees The Quicksilver Parties agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Quicksilver Parties and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer is Quicksilver Parties are or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company and each of the Manager and the Dealer Underwriter consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Underwriter and the Dealer Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager any Underwriter or any indemnified party. Each of the Manager Underwriter and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager The Company and the Dealer each Underwriter agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company and the Dealer each Underwriter, respectively, and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer Company and each Underwriter, respectively, is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim claim arising out of or in any way relating to this Agreement may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager any Underwriter or any indemnified party. Each of the Manager Underwriter and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders shareholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager and the Dealer The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Company and may be enforced in any other courts to in the jurisdiction of which the Manager or the Dealer Company is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer consents Issuers consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The Issuers hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Initial Purchaser or any indemnified party. Each The Initial Purchaser and each of the Manager and the Dealer Issuers (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager The Issuers, jointly and the Dealer agrees severally, agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Issuers and may be enforced in any other courts to in the jurisdiction of which the Manager or the Dealer is Issuers are or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of you, the Manager Company and the Dealer consents Selling Stockholder consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Company and the Dealer Selling Stockholder hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager an Underwriter or any indemnified party. Each Underwriter, the Company (on its behalf and, to the extent permitted by applicable law, on behalf of the Manager its stockholders and affiliates) and the Dealer Selling Stockholder (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager The Company and the Dealer agrees Selling Stockholder agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and Company or the Dealer Selling Stockholder, as the case may be, and may be enforced in any other courts to in the jurisdiction of which the Manager Company or the Dealer Selling Stockholder is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company and the Dealer Investment Adviser consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Company and the Dealer Investment Adviser hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager any Underwriter or any indemnified party. Each of To the Manager extent permitted by law, each Underwriter, the Investment Adviser and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager The Company and the Dealer agrees Investment Adviser agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company and the Dealer Investment Adviser and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer Company is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of you, the Manager Company and the Dealer consents Selling Stockholders consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Company and the Dealer Selling Stockholders hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager an Underwriter or any indemnified party. Each of Underwriter, the Manager and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and each Selling Stockholder waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager The Company and the Dealer agrees Selling Stockholders agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer thereupon, and may be enforced in any other courts to in the jurisdiction of to which the Manager Company or the Dealer is Selling Stockholders are or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the jurisdiction of such courts and personal service with respect thereto. Each The Company and each of the Manager and the Dealer Selling Stockholders hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager UBS or any indemnified party. Each of UBS, the Manager Selling Stockholders and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each The Company and each of the Manager and the Dealer agrees Selling Stockholders agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer such party and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer such party is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. The Company Parties hereby irrevocably designate Cogency Global Inc., as agent upon whom process against the Company Parties may be served. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have exclusive jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer consents Company Parties consent to the personal jurisdiction of such courts and personal service with respect theretocourts. Each of the Manager Underwriter and the Dealer hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager or any indemnified party. Each of the Manager and the Dealer Company Parties (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives is not an individual, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) each waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager and the Dealer agrees The Company Parties agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Company Parties and may be enforced in any other courts to the jurisdiction of which each of the Manager or the Dealer Company Parties is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim claim (a "Claim") may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Investment Adviser consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The Investment Adviser hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager or any indemnified partyUBS Securities. Each of the Manager UBS Securities and the Dealer Investment Adviser (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager and the Dealer The Investment Adviser agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Investment Adviser and may be enforced in any other courts to in the jurisdiction of which the Manager or the Dealer Investment Adviser is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Trust and the Dealer consents Advisers consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Trust and the Dealer Advisers hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager UBS Warburg LLC or any indemnified party. Each of the Manager UBS Warburg LLC and the Dealer Trust and Advisers (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager The Trust and the Dealer agrees Advisers agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and Trust or the Dealer Advisers, as the case may be, and may be enforced in any other courts to in the jurisdiction of which the Manager Trust or the Dealer Advisers, as the case may be, is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the The City and County of New York or in the United States U.S. District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Company, the Adviser and the Dealer Oxford Funds hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Ladenburg or any indemnified party. Each of Ladenburg, the Manager Adviser, Oxford Funds and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Company, the Adviser and the Dealer Oxford Funds agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company, the Adviser and the Dealer Oxford Funds and may be enforced in any other courts to the jurisdiction of which the Manager Company, the Adviser or the Dealer Oxford Funds is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Fund and UBS Securities each of the Manager and the Dealer consents consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Fund and the Dealer UBS Securities hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager UBS Securities or any indemnified party. Each of UBS Securities, the Fund (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates), the Investment Manager and the Dealer (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Subadvisor (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates), waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund, the Investment Manager and the Dealer Subadvisor agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Fund, the Investment Manager and the Dealer Subadvisor, as the case may be, and may be enforced in any other courts to in the jurisdiction of which the Fund, the Investment Manager or and the Dealer Subadvisor, as the case may be, is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Trust and the Dealer consents Advisors consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Trust and the Dealer Advisors hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager UBS Securities LLC or any indemnified party. Each of the Manager UBS Securities LLC and the Dealer Trust and Advisors (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager The Trust and the Dealer agrees Advisors agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and Trust or the Dealer Advisors, as the case may be, and may be enforced in any other courts to in the jurisdiction of which the Manager Trust or the Dealer Advisors, as the case may be, is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in The Company hereby submits to the non-exclusive jurisdiction of any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New YorkYork with respect to any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement, directly or indirectly (a "CLAIM"), which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Representatives, the other Underwriters or any indemnified party. Each of the Manager Representatives, the other Underwriters and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager and the Dealer The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Company and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer Company is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the jurisdiction of such courts and personal service with respect thereto. Each The Company and each of the Manager and the Dealer Selling Stockholders hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Bear Xxxxxxx and/or UBS or any indemnified party. Each of Bear Xxxxxxx, UBS, the Manager Selling Stockholders and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each The Company and each of the Manager and the Dealer Selling Stockholders agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Company and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer Company is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Xxxxxxxx Parties each of the Manager and the Dealer consents consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The Xxxxxxxx Parties hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager any Underwriter or any indemnified party. Each Underwriter and each of the Manager and the Dealer Xxxxxxxx Parties (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders securityholders and affiliates) waives waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager and the Dealer agrees The Xxxxxxxx Parties each agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer such Xxxxxxxx Party and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer such Xxxxxxxx Party is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New YorkXxxxxxxx Xxxxxxxx xx Xxx Xxxx, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the jurisdiction of such courts and personal service with respect thereto. Each The Company and each of the Manager and the Dealer Selling Stockholders hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Representatives or any indemnified party. Each of the Manager Representatives and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager and the Dealer The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Company and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer Company is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company and the Dealer Manager consents to the non-exclusive jurisdiction of such courts and personal service with respect thereto. Each of the Manager Company and the Dealer Manager hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Representatives or any indemnified party. Each of the Representatives, the Manager and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Company and the Dealer Manager agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and Company or the Dealer Manager, as the case may be, and may be enforced in any other courts to in the jurisdiction of which the Manager Company or the Dealer Manager, as the case may be, is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have exclusive jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer consents Partnership Parties consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Partnership Parties and the Dealer Selling Unitholders each hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager any Underwriter or any indemnified party. Each of Underwriter, the Manager Selling Unitholders and the Dealer Partnership Parties (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders equity owners and affiliates) waives waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager The Partnership Parties and the Dealer agrees Selling Unitholders agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Partnership Parties and the Dealer Selling Unitholders and may be enforced in any other courts to the jurisdiction of which the Manager or Partnership Parties and the Dealer is Selling Unitholders are or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have exclusive jurisdiction over the adjudication of such matters, and Holdings and each of the Manager and the Dealer consents Selling Stockholder consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Holdings and the Dealer each Selling Stockholder hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager any Underwriter or any indemnified party. Each of the Manager Underwriter and the Dealer Holdings (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives and each Selling Stockholder each waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Holdings and the Dealer agrees each Selling Stockholder agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Holdings and the Dealer each Selling Stockholder and may be enforced in any other courts to the jurisdiction of which the Manager Holdings or the Dealer any Selling Stockholder is or may be subject, by suit upon such judgment. Each party not located in the United States irrevocably appoints CT Corporation System with its address at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its agent to receive service of process or other legal summons for purposes of any Claim.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court Xxxxxx Xxxxxx Xxxxxxxx Xxxxx for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company and each of the Manager and the Dealer Underwriter consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Underwriter and the Dealer Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager any Underwriter or any indemnified party. Each of the Manager Underwriter and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders shareholders and affiliates) waives each waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager The Company and the Dealer each Underwriter agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company and the Dealer each Underwriter, respectively, and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer Company and each Underwriter, respectively, is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company and the Dealer each Underwriter consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Company and the Dealer each Underwriter hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager or any indemnified party. Each of the Manager Company and the Dealer each Underwriter (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Company and the Dealer each Underwriter agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon each of the Manager Company and the Dealer each Underwriter and may be enforced in any other courts to in the jurisdiction of which the Manager or the Dealer Company is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Partnership and each of the Manager and the Dealer consents Selling Unitholders consent to the jurisdiction of such courts and personal service with respect thereto. Each The Partnership and each of the Manager and the Dealer Selling Unitholders hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager any Underwriter or any indemnified party. Each of the Manager Underwriter, each Selling Unitholder and the Dealer Partnership (on its behalf and, to the extent permitted by applicable lawLaw, on behalf of its stockholders Unitholders and affiliates) waives waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each The Partnership and each of the Manager and the Dealer agrees Selling Unitholders agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Partnership or such Selling Unitholder, as applicable, and may be enforced in any other courts to the jurisdiction of which the Manager Partnership or the Dealer such Selling Unitholder is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the The City and County of New York or in the United States U.S. District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Company and the Dealer Adviser hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager an Agent or any indemnified partyAgent Indemnified Party. Each of the Manager Agent and the Dealer Adviser and the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Company and the Dealer Adviser agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company and the Dealer Adviser and may be enforced in any other courts to the jurisdiction of which the Manager Company or the Dealer Adviser is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company and the Dealer consents Selling Stockholder consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Company and the Dealer Selling Stockholder hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager UBS Securities or any indemnified party. Each of UBS Securities, the Manager and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Selling Stockholder waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Company and the Dealer Selling Stockholder agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer thereupon and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer Company is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer consents Transaction Entities consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The Transaction Entities hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Underwriters or any indemnified party. Each of the Manager Underwriters and the Dealer Transaction Entities (on its their behalf and, to the extent permitted by applicable law, on behalf of its their stockholders and affiliates) waives waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager and the Dealer agrees The Transaction Entities agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Transaction Entities and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer is Transaction Entities are or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the jurisdiction of such courts and personal service with respect thereto. Each The Company and each of the Manager and the Dealer Selling Stockholders hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Book-Runners or any indemnified party. Each of the Manager and Book-Runners, the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Selling Stockholders waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each The Company and each of the Manager and the Dealer Selling Stockholders agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Company and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer Company is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer New FreightCar America consents to the jurisdiction of such courts and personal service with respect thereto. Each New FreightCar America and each of the Manager and the Dealer Selling Stockholders hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager UBS or any indemnified party. Each of UBS, the Manager Selling Stockholders and the Dealer New FreightCar America (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each New FreightCar America and each of the Manager and the Dealer agrees Selling Stockholders agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer New FreightCar America and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer New FreightCar America is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Regency Parties consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Regency Parties and the Dealer Underwriters hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager UBS or any indemnified party. Each of the Manager UBS and the Dealer Regency Parties (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders unitholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager and the Dealer agrees The Regency Parties agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Regency Parties and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer is Regency Parties are or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have exclusive jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Transaction Entity consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The Transaction Entities each hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Underwriter or any indemnified party. Each of the Manager The Underwriter and the Dealer each Transaction Entity (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders stockholders, unitholders and affiliates) waives waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager and the Dealer agrees The Transaction Entities each agree that a final judgment in any such action, proceeding or counterclaim brought in any such court following the exhaustion of all available appeals shall be conclusive and binding upon the Manager and the Dealer Transaction Entities and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer is Transaction Entities are or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company, the Selling Stockholders and the Dealer consents Underwriters each consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Underwriter and the Dealer hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager or any indemnified party. Each of the Manager and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives and each Selling Stockholder (on its behalf and, in the case such Selling Stockholder is not an individual, to the extent permitted by applicable law, on behalf of its stockholders) each waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of The Company, the Manager Selling Stockholders and the Dealer agrees Underwriters each agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company, each Selling Stockholder and the Dealer Underwriters and may be enforced in any other courts to the jurisdiction of which the Manager Company, any Selling Stockholder or the Dealer any Underwriter is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Company and the Dealer Selling Stockholder hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager UBS or any indemnified party. Each of UBS, the Manager Selling Stockholder and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager The Company and the Dealer agrees Selling Stockholder agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Company and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer Company is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the The City and County of New York or in the United States U.S. District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Company, the Adviser and the Dealer Administrator hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Dealer Manager or any indemnified party. Each of the Manager Dealer Manager, the Adviser, the Administrator and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Company, the Adviser and the Dealer Administrator agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company, the Adviser and the Dealer Administrator and may be enforced in any other courts to the jurisdiction of which the Manager Company, the Adviser or the Dealer Administrator is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the non-exclusive jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Xxxxxxx Xxxxx or any indemnified party. Each of the Manager Merrill Xxxxx and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager and the Dealer The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Company and may be enforced in any other courts to in the jurisdiction of which the Manager or the Dealer Company is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company and each of the Manager and the Dealer Underwriter consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Underwriter and the Dealer Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager any Underwriter or any indemnified party. Each of the Manager Underwriter and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives each waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager The Company and the Dealer each Underwriter agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company and the Dealer each Underwriter, respectively, and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer Company and each Underwriter, respectively, is or may be subject, by suit upon such judgment.. -39-

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company and the Dealer Adviser consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Company and the Dealer Adviser hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Joint Book-Running Managers or any indemnified party. Each of the Manager and Joint Book-Running Managers, the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Adviser waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Company and the Dealer Adviser agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company and the Dealer Adviser, as appropriate, and may be enforced in any other courts to the jurisdiction of which the Manager or Company and the Dealer Adviser, as appropriate, is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the The City and County of New York or in the United States U.S. District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Company and the Dealer Adviser hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Ladenburg or any indemnified party. Each of the Manager Ladenburg and the Dealer Adviser and the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Company and the Dealer Adviser agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company and the Dealer Adviser and may be enforced in any other courts to the jurisdiction of which the Manager Company or the Dealer Adviser is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the jurisdiction of such courts and personal service with respect thereto. Each The Company and each of the Manager and the Dealer Selling Stockholders hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Representatives or any indemnified party. Each of the Manager Representatives, the Selling Stockholders and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each The Company and each of the Manager and the Dealer Selling Stockholders agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Company and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer Company is or may be subject, by suit upon such judgment. Each of the Selling Stockholders hereby appoints without power of revocation, Jxxxxxx Xxxx as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any action, proceeding or counterclaim in any way relating to or arising out of this Agreement.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Partnership and each of the Manager and the Dealer consents Selling Unitholders consent to the jurisdiction of such courts and personal service with respect thereto. Each The Partnership and each of the Manager and the Dealer Selling Unitholders hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Underwriter or any indemnified party. Each of the Manager The Underwriter, each Selling Unitholder and the Dealer Partnership (on its behalf and, to the extent permitted by applicable lawLaw, on behalf of its stockholders Unitholders and affiliates) waives waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each The Partnership and each of the Manager and the Dealer agrees Selling Unitholders agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Partnership or such Selling Unitholder, as applicable, and may be enforced in any other courts to the jurisdiction of which the Manager Partnership or the Dealer such Selling Unitholder is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the jurisdiction of such courts and personal service with respect thereto. Each The Company and each of the Manager and the Dealer Selling Stockholders hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Representatives or any indemnified party. Each of the Manager Representatives, the Selling Stockholders and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each The Company and each of the Manager and the Dealer Selling Stockholders agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Company and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer Company is or may be subject, by suit upon such judgment. Each of the Selling Stockholders hereby appoints without power of revocation, Xxxxxxx Xxxx as its agent to accept and acknowledge on its behalf service of any and all process which may be served in any action, proceeding or counterclaim in any way relating to or arising out of this Agreement.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the jurisdiction of such courts and personal service with respect thereto. Each The Company and each of the Manager and the Dealer Selling Stockholders hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager or any indemnified party. Each of the Manager Selling Stockholders and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each The Company and each of the Manager and the Dealer Selling Stockholders agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Company and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer Company is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer consents Transaction Entities consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The Transaction Entities hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager UBS, Banc of America or any indemnified party. Each of the Manager UBS and Banc of America and the Dealer Transaction Entities (on its their behalf and, to the extent permitted by applicable law, on behalf of its their stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager and the Dealer agrees The Transaction Entities agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Transaction Entities and may be enforced in any other courts to the jurisdiction of which the Manager or the Dealer is Transaction Entities are or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company and the Dealer Manager consents to the non-exclusive jurisdiction of such courts and personal service with respect thereto. Each of the Manager Company and the Dealer Manager hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Representative or any indemnified party. Each of The Representative, the Manager and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Company and the Dealer Manager agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and Company or the Dealer Manager, as the case may be, and may be enforced in any other courts to in the jurisdiction of which the Manager Company or the Dealer Manager, as the case may be, is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Company and the Dealer Operating partnership hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager any Underwriter or any indemnified party. Each of The Underwriters, the Manager Company and the Dealer Operating Partnership (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager The Company and the Dealer agrees Operating Partnership each agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and Company or the Dealer Operating Partnership, as applicable, and may be enforced in any other courts to the jurisdiction of which the Manager Company or the Dealer Operating Partnership, as applicable, is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Company and the Manager and the Dealer consents consent to the non-exclusive jurisdiction of such courts and personal service with respect thereto. Each of The Company and the Manager and the Dealer hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Representatives or any indemnified party. Each of the Manager Representatives the Company and the Dealer Manager (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of The Company and the Manager and the Dealer agrees agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company or the Manager and the Dealer and may be enforced in any other courts to in the jurisdiction of which the Manager Company or the Dealer Manager is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Deutsche Bank, UBS Warburg or any indemnified party. Each of the Manager Deutsche Bank, UBS Warburg and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager and the Dealer The Company agrees that a final determination or final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Company and may be enforced in any other courts to in the jurisdiction of which the Manager or the Dealer Company is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the non-exclusive jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Bear Stearns or any indemnified party. Each of the Manager Bear Stearns and the Dealer Compaxx (on xx its behalf and, to the extent permitted by applicable xx xpplicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager and the Dealer The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Company and may be enforced in any other courts to in the jurisdiction of which the Manager or the Dealer Company is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company and each of the Manager and the Dealer Guarantors consents to the jurisdiction of such courts and personal service with respect thereto. Each The Company and each of the Manager and the Dealer Guarantors hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager any Underwriter or any indemnified party. Each Underwriter and the Company and each of the Manager and the Dealer Guarantors (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives each waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each The Company and each of the Manager and the Dealer Guarantors agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company and the Dealer Guarantors and may be enforced in any other courts to the jurisdiction of which the Manager Company or the Dealer Guarantors is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the non-exclusive jurisdiction of such courts and personal service with respect thereto. Each of the Manager and the Dealer The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement and any Terms Agreement is brought by any third party against the Manager or any indemnified party. Each of the Manager and the Dealer Company (in the case of the Company on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement and any Terms Agreement. Each of the Manager and the Dealer agrees The Company agree that a final final, non-appealable judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and the Dealer Company and may be enforced in any other courts to in the jurisdiction of which the Manager or the Dealer Company is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the The City and County of New York or in the United States U.S. District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager and the Dealer Company consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager Company, the Adviser and the Dealer BDC Partners hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Dealer Managers or any indemnified party. Each of the Manager Dealer Managers, the Adviser, BDC Partners and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager Company, the Adviser and the Dealer BDC Partners agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company, the Adviser and the Dealer BDC Partners and may be enforced in any other courts to the jurisdiction of which the Manager Company, the Adviser or the Dealer BDC Partners is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company and the Dealer consents Partnership consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Company and the Dealer Partnership hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Manager Representatives or any indemnified party. Each of the Manager Representatives and the Dealer Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives and the Partnership waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Manager The Company and the Dealer agrees Partnership agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager and Company and/or the Dealer Partnership and may be enforced in any other courts to the jurisdiction of which the Manager Company or the Dealer Partnership is or may be subject, by suit upon such judgment.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Manager Company and the Dealer consents Operating Partnership consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Manager The Company and the Dealer Operating Partnership hereby consents consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement Amendment is brought by any third party against the Manager any Agent or Prior Agent or any indemnified party. Each of the Manager Agents and Prior Agents and the Dealer Company and the Operating Partnership (on its their behalf and, to the extent permitted by applicable law, on behalf of its their stockholders and affiliates) waives waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this AgreementAmendment. Each of the Manager The Company and the Dealer agrees Operating Partnership agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Manager Company and the Dealer Operating Partnership and may be enforced in any other courts to the jurisdiction of which the Manager or Company and the Dealer is Operating Partnership are or may be subject, by suit upon such judgment.