Common use of Submission to Jurisdiction Clause in Contracts

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable Law, any claim that (x) the Action in such court is brought in an inconvenient forum, (y) the venue of such Action is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each The Parties irrevocably submit to the jurisdiction of the parties hereto irrevocably agrees that any Action with respect to this Agreement Court of Chancery of the State of Delaware or, if the Court of Chancery of the State of Delaware or the Delaware Supreme Court determines that, notwithstanding Section 111 of the DGCL, the Court of Chancery does not have or should not exercise subject matter jurisdiction over such matter, the Superior Court of the State of Delaware and the rights and obligations arising hereunder, or for recognition federal courts of the United States of America located in the State of Delaware solely in connection with any dispute that arises in respect of the interpretation and enforcement of any judgment in respect the provisions of this Agreement and the rights documents referred to in this Agreement or in respect of the transactions, and obligations arising hereunder hereby waive, and agree not to assert, as a defense in any action, suit or Proceeding for interpretation or enforcement hereof or any such document that it is not subject thereto or that such action, suit or Proceeding may not be brought or is not maintainable in said courts or that venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by any other party hereto such courts, and the Parties irrevocably agree that all claims with respect to such action, suit or its successors or assigns Proceeding shall be brought heard and determined exclusively in any by such a Delaware state or federal court located in the State of Washington or any Washington state court. Each The Parties hereby consent to and grant any such court jurisdiction over the person of such Parties and over the parties hereto agrees subject matter of such dispute and agree that mailing of process or other papers in connection with any such Action action, suit or Proceeding in the manner provided in Section 5.3 10.4 or in such other manner as may be permitted by Applicable Law, will Law shall be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable Law, any claim that (x) the Action in such court is brought in an inconvenient forum, (y) the venue of such Action is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect to this Agreement all claims, controversies and the rights and obligations arising hereunder, or for recognition and enforcement disputes of any judgment kind or nature relating in respect any way to the enforcement or interpretation of this Agreement and or to the parties’ dealings, rights and or obligations arising hereunder brought by any other party hereto or its successors or assigns in connection herewith, shall be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, any federal court of the United States located in the State of Delaware, or, if neither the Court of Chancery of the State of Delaware nor any such federal court has jurisdiction, any other state court located in the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereofDelaware. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions actions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, hereunder or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.78.13, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by Applicable Lawthe applicable law, any claim that (xa) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (yb) the venue of such Action suit, action or proceeding is improper, improper or (zc) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.01 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Notwithstanding the foregoing in this Section 8.13, a party may commence any action or proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Court of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any federal court located in the State of Washington or any Washington state courtDelaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 5.3 17(a) or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.717(f), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable the applicable Law, any claim that (x) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action suit, action or proceeding is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its successors or assigns shall be brought and determined exclusively in any federal state court located in the Court of Chancery of the State of Washington Delaware, or any Washington state courtin the event (but only in the event) that such court does not have subject matter jurisdiction over such Legal Action, in the United States District Court for the District of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Legal Action in the manner provided in Section 5.3 7.4 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Legal Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Legal Action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder: (ia) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, 7.12; (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ; and (iiic) to the fullest extent permitted by Applicable the applicable Law, any claim that (xi) the Action suit, action, or proceeding in such court is brought in an inconvenient forum, (yii) the venue of such Action suit, action, or proceeding is improper, or (ziii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto The Bank irrevocably agrees consents and agrees, that any Action legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall may be brought and determined exclusively in any federal court located in the courts of the State of Washington New York or any Washington state court. Each the courts of the parties hereto agrees that mailing United States of process or other papers America located in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable LawThe City of New York and until amounts due and to become due under this Agreement have been paid, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with regard respect to any such Action action, suit or proceeding for itself and in respect of its propertyproperties, generally assets and unconditionally, to revenues. Service of process upon the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions branch in any court such action, suit or tribunal other than proceeding shall be deemed in every respect service of process upon the aforesaid courtsBank. Each of the parties hereto The Bank hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable Lawlaw, except as otherwise provided for in this Agreement, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suit or proceedings brought in the United States Federal courts located in The City of New York or the courts of the State of New York and hereby further irrevocably and unconditionally waive and agree not to plead or claim that (x) the Action in any such court is that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum, (y) the venue . The provisions of such Action is improper, or (z) this Section 12 shall survive any termination of this Agreement, in whole or the subject matter hereof, may not be enforced in or by such courtspart.

Submission to Jurisdiction. Each of the The parties hereto irrevocably agrees agree that any Action legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its successors or assigns shall be brought and determined exclusively in any a federal district court located in the Borough of Manhattan, City of New York, State of Washington or any Washington New York, or, if not able to be brought in such court, in a state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action court located in the manner provided in Section 5.3 or in such other manner Borough of Manhattan, City of New York, State of New York (as may be permitted by Applicable Lawapplicable, will be valid and sufficient service thereofthe “New York Courts”). Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts New York Courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courtsNew York Courts (other than to enforce a judgment of the New York Courts). Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (ia) any claim that it is not personally subject to the jurisdiction of the above named courts New York Courts for any reason other than the failure to serve process in accordance with this Section 5.710(e), (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court the New York Courts or from any legal process commenced in such courts the New York Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iiic) to the fullest extent permitted by Applicable Lawthe applicable law, any claim that (xi) the Action suit, action or proceeding in such court the New York Courts is brought in an inconvenient forum, (yii) the venue of such Action suit, action or proceeding is improper, improper or (ziii) this Agreement, or the subject matter hereof, may not be enforced in or by the New York Courts. The parties to this Agreement agree that mailing of process or other papers in connection with any such courtsaction or proceeding in the manner provided in Section 10(l) or in such other manner as may be permitted by applicable laws, will be valid and sufficient service thereof.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action legal action or proceeding with respect to this Letter Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Letter Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its successors or assigns shall be brought and determined exclusively in any state or federal court located sitting in the State Borough of Washington Manhattan of The City of New York, or any Washington state courtin the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the Southern District of New York. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 5.3 8.7 of the Merger Agreement or in such other manner as may be permitted by Applicable Lawapplicable laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Letter Agreement or any of the Transactions transactions contemplated by this Letter Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Letter Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Letter Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.712, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by Applicable Lawthe applicable law, any claim that (x) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action suit, action or proceeding is improper, improper or (z) this Letter Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto Parties, by its execution of this Agreement, (i) hereby irrevocably agrees that any Action with respect submits to this Agreement the exclusive jurisdiction of the United States District Court for the Southern District of New York and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located state courts sitting in the State of Washington New York, County of New York for the purpose of any Proceeding arising out of or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to based upon this Agreement or any of relating to the Transactions in any court or tribunal other than subject matter hereof, (ii) hereby waives to the aforesaid courts. Each of the parties hereto hereby irrevocably waivesextent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense, counterclaim defense or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereundersuch action, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not subject personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve process in accordance with this Section 5.7courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable Law, any claim that (x) the Action in such court is Proceeding brought in an inconvenient forum, (y) one of the venue of such Action above-named courts is improper, or (z) that this Agreement, Agreement or the subject matter hereof, hereof or thereof may not be enforced in or by such courtscourt and (iii) hereby agrees not to commence or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Proceeding to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such Proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 7(f) hereof is reasonably calculated to give actual notice.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Legal Action, in any state or federal court located in within the State of Washington or any Washington state courtDelaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Legal Action in the manner provided in Section 5.3 8.07 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will shall be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Legal Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will shall not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder: (ia) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, 8.05; (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ; and (iiic) to the fullest extent permitted by Applicable the applicable Law, any claim that (xi) the Action suit, action, or proceeding in such court is brought in an inconvenient forum, (yii) the venue of such Action suit, action, or proceeding is improper, or (ziii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto The Borrower irrevocably agrees (a) -------------------------- acknowledges that any Action with respect to this Agreement will be accepted by the Lender and performed by the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located Borrower in the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably Alabama; (b) submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of each state or federal court sitting in Jefferson County, Alabama (collectively, the aforesaid courts and agrees that it will not bring "Courts") over any Action suit, action or proceeding arising out of or relating to this Agreement (to enforce the arbitration provisions hereof or, if the arbitration provisions are found to be unenforceable, to determine any issues arising out of or relating to this Agreement) or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably Credit Documents (individually, an "Agreement Action"); (c) waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable Lawlaw, any claim objection or defense that (x) the Borrower may now or hereafter have based on improper venue, lack of personal jurisdiction, inconvenience of forum or any similar matter in any Agreement Action in such court is brought in an inconvenient forum, any of the Courts; (yd) agrees that final judgment in any Agreement Action brought in any of the venue of such Action is improper, or (z) this Agreement, or Courts shall be conclusive and binding upon the subject matter hereof, Borrower and may not be enforced in any other court to the jurisdiction of which the Borrower is subject, by a suit upon such judgment; (e) consents to the service of process on the Borrower in any Agreement Action by the mailing of a copy thereof by registered or certified mail, postage prepaid, to the Borrower at the Borrower's address designated in or pursuant to Section 6.1; (f) agrees that service in accordance with Section 6.17(e) shall in every respect be effective and binding on the Borrower to the same extent as though served on the Borrower in person by a person duly authorized to serve such courtsprocess; and (g) AGREES THAT THE PROVISIONS OF THIS SECTION, EVEN IF FOUND NOT TO BE STRICTLY ENFORCEABLE BY ANY COURT, SHALL CONSTITUTE "FAIR WARNING" TO THE BORROWER THAT THE EXECUTION OF THIS AGREEMENT MAY SUBJECT THE BORROWER TO THE JURISDICTION OF EACH STATE OR FEDERAL COURT SITTING IN JEFFERSON COUNTY, ALABAMA WITH RESPECT TO ANY AGREEMENT ACTIONS, AND THAT IT IS FORESEEABLE BY THE BORROWER THAT THE BORROWER MAY BE SUBJECTED TO THE JURISDICTION OF SUCH COURTS AND MAY BE SUED IN THE STATE OF ALABAMA IN ANY AGREEMENT ACTIONS. Nothing in this Section 6.17 shall limit or restrict the Lender's right to serve process or bring Agreement Actions in manners and in courts otherwise than as herein provided.

Submission to Jurisdiction. Each The Parties irrevocably submit to the jurisdiction of the parties hereto irrevocably agrees that any Action with respect to this Agreement Court of Chancery of the State of Delaware or, if the Court of Chancery of the State of Delaware or the Delaware Supreme Court determines that, notwithstanding Section 111 of the DGCL, the Court of Chancery does not have or should not exercise subject matter jurisdiction over such matter, the Superior Court of the State of Delaware and the rights and obligations arising hereunder, or for recognition federal courts of the United States of America located in the State of Delaware solely in connection with any dispute that arises in respect of the interpretation and enforcement of any judgment in respect the provisions of this Agreement and the rights documents referred to in this Agreement or in respect of the transactions, and obligations arising hereunder hereby waive, and agree not to assert, as a defense in any action, suit or Proceeding for interpretation or enforcement hereof or any such document that it is not subject thereto or that such action, suit or Proceeding may not be brought or is not maintainable in said courts or that venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by any other party hereto such courts, and the Parties irrevocably agree that all claims with respect to such action, suit or its successors or assigns Proceeding shall be brought heard and determined exclusively in any by such a Delaware state or federal court located in the State of Washington or any Washington state court. Each The Parties hereby consent to and grant any such court jurisdiction over the person of such Parties and over the parties hereto agrees subject matter of such dispute and agree that mailing of process or other papers in connection with any such Action action, suit or Proceeding in the manner provided in Section 5.3 10(D) or in such other manner as may be permitted by Applicable Law, will law shall be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable Law, any claim that (x) the Action in such court is brought in an inconvenient forum, (y) the venue of such Action is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto Parties irrevocably agrees that and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware does not have jurisdiction, a federal court sitting in Wilmington, Delaware) (or any appellate courts thereof), for the purposes of any Action with respect to (a) arising under this Agreement and or under any Ancillary Agreement or (b) in any way connected with or related or incidental to the rights and obligations arising hereunder, or for recognition and enforcement dealings of any judgment the Parties in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Ancillary Agreement or any of the Transactions transactions contemplated hereby or thereby, and irrevocably and unconditionally waives any objection to the laying of venue of any such Action in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court or tribunal other than the aforesaid courtsthat any such Action has been brought in an inconvenient forum. Each of the parties hereto Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any Action with respect to (i) arising under this Agreement and or under any Ancillary Agreement or (ii) in any way connected with or related or incidental to the rights and obligations arising hereunder, or for recognition and enforcement dealings of any judgment the Parties in respect of this Agreement and or any Ancillary Agreement or any of the rights and obligations arising hereunder transactions contemplated hereby or thereby, (iA) any claim that it is not personally subject to the jurisdiction of the above named courts as described in this Section 11.17 for any reason other than the failure to serve process in accordance with this Section 5.7reason, (iiB) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process Action commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iiiC) to the fullest extent permitted by Applicable Law, any claim that (x) the Action in any such court is brought in an inconvenient forum, (y) the venue of such Action is improper, improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party agrees that service of any process, summons, notice or document by registered mail to such Party’s respective address set forth in Section 11.2 shall be effective service of process for any such Action.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto Guarantor hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts United States District Court for the Southern District of New York and agrees that it will not bring of any Action New York State court sitting in The City of New York for purposes of all legal proceedings arising out of or relating to this Agreement Guaranty, the other Loan Documents or any of the Transactions in any court transactions contemplated hereby or tribunal other than the aforesaid courtsthereby. Each of the parties hereto hereby party to this Guaranty irrevocably waivesand unconditionally waives any right to assert, and agrees not to assert, by way of motion, as a defense, counterclaim defense or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereundersuch action, suit or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) proceeding, any claim that it is not subject personally subject to the jurisdiction of such courts, the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7action, (ii) any claim that it suit or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable Law, any claim that (x) the Action in such court proceedings is brought in an inconvenient forum, (y) that the venue of such Action the action, suit or proceeding is improper, improper or (z) that this Agreement, Guaranty or the subject matter hereof, hereof may not be enforced in or by such courts. Each party to this Guaranty irrevocably and unconditionally submits to the jurisdiction of such courts in any such action, suit or proceeding and agrees that all claims in respect of such action, suit or proceeding may be heard and determined in such courts. Each party to this Guaranty agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdictions by suit on the judgment or in any other manner provided by law. EACH OF THE GUARANTORS, THE ADMINISTRATIVE AGENT AND THE GUARANTEED CREDITORS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its successors or assigns shall be brought and determined exclusively in any state or federal court located in the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereofDelaware. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (ia) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.78.3, (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iiic) to the fullest extent permitted by Applicable the applicable Law, any claim that (xA) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (yB) the venue of such Action suit, action or proceeding is improper, or (zC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect legal action or proceeding arising out of or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its successors or assigns shall be brought and determined exclusively in any New York State or federal court located sitting in the State City of Washington New York (or, if such court lacks subject matter jurisdiction, in any appropriate New York or any Washington state federal court. Each ), and each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action the exclusive jurisdiction of the aforesaid courts for itself and in with respect of to its property, generally and unconditionally, with regard to the personal jurisdiction any such action or proceeding arising out of the aforesaid courts and agrees that it will not bring any Action or relating to this Agreement or any of and the Transactions in any court or tribunal other than the aforesaid courtstransactions contemplated hereby. Each of the parties hereto agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any Action with respect action or proceeding arising out of or relating to this Agreement and or the rights and obligations arising hereundertransactions contemplated hereby, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (ia) any claim that it is not personally subject to the jurisdiction of the above named courts in New York as described herein for any reason other than the failure to serve process in accordance with this Section 5.7reason, (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iiic) to the fullest extent permitted by Applicable Law, any claim that (xi) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (yii) the venue of such Action suit, action or proceeding is improper, improper or (ziii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto The Company irrevocably agrees that any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably (a) submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts Supreme Court of the State of New York, New York County, or the United States District Court for the Southern District of New York for the purpose of any reason suit, action, or other than proceeding arising out of this Agreement, or any of the failure to serve process in accordance with agreements or transactions contemplated by this Section 5.7Agreement, the Registration Statement, the Time of Sale Disclosure Package, any Prospectus and the Final Prospectus (each a “Proceeding”), (iib) agrees that all claims in respect of any claim that it or its property is exempt or immune Proceeding may be heard and determined in any such court, (c) waives, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process commenced therein, (d) agrees not to commence any Proceeding other than in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise)courts, and (iiie) waives, to the fullest extent permitted by Applicable Lawlaw, any claim that (x) the Action in such court Proceeding is brought in an inconvenient forum. The Company irrevocably appoints [●], [address, phone and fax number], as its agent to receive service of process or other legal summons for purposes of any such Proceeding that may be instituted in any court in the United States of America. THE COMPANY (yON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) the venue of such Action is improperHEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, or (z) this AgreementARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, or the subject matter hereofTHE REGISTRATION STATEMENT, may not be enforced in or by such courtsTHE TIME OF SALE DISCLOSURE PACKAGE, ANY PROSPECTUS AND THE FINAL PROSPECTUS.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the Court of Chancery of the State of Washington Delaware, or any Washington state courtin the event (but only in the event) that such court does not have subject matter jurisdiction over such Action, in the United States District Court of the District of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 10.7 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder: (ia) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, 10.5; (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ; and (iiic) to the fullest extent permitted by Applicable the applicable Law, any claim that (xi) the Action suit, action, or proceeding in such court is brought in an inconvenient forum, (yii) the venue of such Action suit, action, or proceeding is improper, or (ziii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Legal Action, in any state or federal court located in within the State of Washington or any Washington state courtDelaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Legal Action in the manner provided in Section 5.3 6.01 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will shall be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Legal Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will shall not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder: (ia) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, 6.06; (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ; and (iiic) to the fullest extent permitted by Applicable the applicable Law, any claim that (xi) the Action suit, action, or proceeding in such court is brought in an inconvenient forum, (yii) the venue of such Action suit, action, or proceeding is improper, or (ziii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto Parties irrevocably agrees that and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware does not have jurisdiction, a federal court sitting in Wilmington, Delaware) (or any appellate courts thereof), for the purposes of any Action with respect to (a) arising under this Agreement and or under any Additional Agreement or (b) in any way connected with or related or incidental to the rights and obligations arising hereunder, or for recognition and enforcement dealings of any judgment the Parties in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Additional Agreement or any of the Transactions transactions contemplated hereby or thereby, and irrevocably and unconditionally waives any objection to the laying of venue of any such Action in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court or tribunal other than the aforesaid courtsthat any such Action has been brought in an inconvenient forum. Each of the parties hereto Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any Action with respect to (i) arising under this Agreement and or under any Additional Agreement or (ii) in any way connected with or related or incidental to the rights and obligations arising hereunder, or for recognition and enforcement dealings of any judgment the Parties in respect of this Agreement and or any Additional Agreement or any of the rights and obligations arising hereunder transactions contemplated hereby or thereby, (iA) any claim that it is not personally subject to the jurisdiction of the above named courts as described in this Section 11.16 for any reason other than the failure to serve process in accordance with this Section 5.7reason, (iiB) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process Action commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iiiC) to the fullest extent permitted by Applicable Law, any claim that (x) the Action in any such court is brought in an inconvenient forum, (y) the venue of such Action is improper, improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party agrees that service of any process, summons, notice or document by registered mail to such Party’s respective address set forth in Section 11.1 shall be effective service of process for any such Action.

Submission to Jurisdiction. Each of the parties hereto party to this Agreement irrevocably consents and agrees that any Action legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or any action for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall thereof will be brought and determined exclusively in any federal court located in the courts of the State of Washington New York, County of New York or, if it has or any Washington state court. Each can acquire jurisdiction, the United States District Court for the Southern District of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable LawNew York, will be valid and sufficient service thereof. Each of the parties hereto each party to this Agreement hereby irrevocably submits with regard to any such Action and accepts for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts and agrees that it will not bring appellate courts from any Action relating appeal thereof. Each party to this Agreement or further irrevocably consents to the service of process out of any of the Transactions aforementioned courts in any court such action or tribunal other than proceeding by the delivery of copies thereof in the manner set forth in Section 5. Each party to this Agreement hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid courts. Each actions or proceedings arising out of or in connection with this Agreement brought in the parties hereto courts referred to above and hereby further irrevocably waives, waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, claim in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court that any such action or from proceeding brought in any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable Law, any claim that (x) the Action in such court is has been brought in an inconvenient forum. Nothing in this Section 8(g) shall be deemed to constitute a submission to jurisdiction, consent or waiver with respect to any matter not specifically referred to herein. No course of dealing between the Company, or its subsidiaries, and the Holders (yor any of them) or any delay in exercising any rights hereunder will operate as a waiver of any rights of any party to this Agreement. The failure of any party to enforce any of the venue provisions of this Agreement will in no way be construed as a waiver of such Action is improper, or (z) provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement, or the subject matter hereof, may not be enforced Agreement in or by such courtsaccordance with its terms.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located the Delaware Court of Chancery, or in the State event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Washington or any Washington state courtDelaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 5.3 8.7 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.78.5, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by Applicable the applicable Law, any claim that (x) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action suit, action or proceeding is improper, improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its successors or assigns assigns, shall be brought and determined exclusively in any federal court located the Court of Chancery in the State of Washington Delaware, or any Washington state courtif (but only if) that court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts and to accept service of process in any manner permitted by such courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to lawfully serve process in accordance with this Section 5.7process, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by Applicable Lawthe applicable law, any claim that (xA) the Action proceeding in such court is brought in an inconvenient forum, (yB) the venue of such Action proceeding is improper, improper or (zC) this Agreement, or the subject matter hereofof this Agreement, may not be enforced in or by such courts. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY AND EXPRESSLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Submission to Jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of (i) the state courts of the parties hereto irrevocably agrees that State of Delaware and (ii) the United States District Court for the District of Delaware for the purposes of any Action with respect suit, action or other proceeding arising out of or relating to this Agreement Agreement, any other Transaction Document or any transaction contemplated hereby or thereby. Each Party agrees to commence any action, suit or proceeding relating hereto only in either such court. Each Party irrevocably and unconditionally waives any objection to the rights and obligations arising hereunder, or for recognition and enforcement laying of venue of any judgment in respect action, suit or proceeding arising out of this Agreement and or the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively transactions contemplated hereby in any federal (A) the state court located in of the State of Washington Delaware, or any Washington state court. Each (B) the United States District Court for the District of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable LawDelaware, will be valid and sufficient service thereof. Each of the parties hereto hereby further irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, unconditionally waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, claim in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court that any such action, suit or from proceeding brought in any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable Law, any claim that (x) the Action in such court is has been brought in an inconvenient forum. Each Party further irrevocably consents to the service of process out of any of the aforementioned courts in any such suit, (y) action or other proceeding by the venue mailing of copies thereof by mail to such Action is improper, or (z) Party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail; provided that nothing in this Section 9.11 shall affect the right of any Party to serve legal process in any other manner permitted by Law. The consent to jurisdiction set forth in this Section 9.11 shall not constitute a general consent to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 9.11. The Parties agree that a final judgment in any such suit, action or the subject matter hereof, proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsLaw.

Submission to Jurisdiction. Each of The parties agree that the appropriate Forum for any disputes between the parties hereto irrevocably agrees that any Action with respect to this Agreement and the rights and obligations arising hereunder, out of or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating related to this Agreement or the transactions contemplated by this Agreement shall be in the Court of Chancery in the City of Wilmington, New Castle County, Delaware, except where such court lacks subject matter jurisdiction. In such event, the Forum shall be in the federal district court sitting in Wilmington, Delaware, or, in the event such federal district court lacks subject matter jurisdiction, then in the superior court in the City of Wilmington, New Castle County, Delaware. The parties irrevocably submit to the jurisdiction of such courts solely in respect of any disputes between them arising out of or related to this Agreement or the Transactions transactions contemplated by this Agreement. The parties further agree that no party shall bring suit with respect to any disputes arising out of or related to this Agreement or the transactions contemplated by this Agreement in any court or tribunal jurisdiction other than the aforesaid above specified courts; provided, however, that the foregoing shall not limit the rights of any party to obtain execution of a judgment in any other jurisdiction. Each The parties further agree, to the extent permitted by Law, that a final and non-appealable judgment against any party in any action, suit or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the parties hereto hereby irrevocably waives, fact and agrees not to assert, by way amount of motion, as a defense, counterclaim such judgment. To the extent that any party has or otherwise, in hereafter may acquire any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, (ii) any claim that it or its property is exempt or immune immunity from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of or notice, attachment prior to judgment, attachment in aid of execution of judgmentexecution, execution of judgment or otherwise)) with respect to itself or its property, each such party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement and (iiiii) submits to the fullest extent permitted by Applicable Law, any claim that (x) the Action personal jurisdiction of each court described in such court is brought in an inconvenient forum, (y) the venue of such Action is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsSection 15(b).

Submission to Jurisdiction. Each of the parties hereto Parties, by its execution of this Agreement, (i) hereby irrevocably agrees that any Action with respect submits to this Agreement the exclusive jurisdiction of the United States District Court for the Southern District of New York and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located state courts sitting in the State of Washington New York, County of New York for the purpose of any Proceeding arising out of or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to based upon this Agreement or any of relating to the Transactions in any court or tribunal other than subject matter hereof, (ii) hereby waives to the aforesaid courts. Each of the parties hereto hereby irrevocably waivesextent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries to assert, by way of motion, as a defense, counterclaim defense or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereundersuch action, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not subject personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve process in accordance with this Section 5.7courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable Law, any claim that (x) the Action in such court is Proceeding brought in an inconvenient forum, (y) one of the venue of such Action above-named courts is improper, or (z) that this Agreement, Agreement or the subject matter hereof, hereof or thereof may not be enforced in or by such courtscourt and (iii) hereby agrees not to commence or maintain any Proceeding arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Proceeding to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such Proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10(f) hereof is reasonably calculated to give actual notice.

Submission to Jurisdiction. Each of the parties Parties hereto irrevocably agrees that any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party the Parties hereto or its their successors or assigns shall be brought and determined exclusively in any federal court located in the Court of Chancery of the State of Washington Delaware (or, if such court lacks subject-matter jurisdiction, in the Superior Court of the State of Delaware), or any Washington state courtin the event (but only in the event) that such court does not have subject matter jurisdiction over such Legal Action, in the U.S. District Court for the District of Delaware. Each of the parties Parties hereto agrees that mailing service of process or other papers in connection with any such Legal Action in the manner provided for notices in Section 5.3 122 or in such other manner as may be permitted by Applicable Lawapplicable laws, will be valid and sufficient service thereof. Each of the parties Parties hereto hereby irrevocably submits with regard to any such Legal Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties Parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder: (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, 13(b); (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment judgment, or otherwise), ; and (iii) to the fullest extent permitted by Applicable Lawthe applicable law, any claim that (x) the Action suit, action, or proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action suit, action, or proceeding is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties Party and Newco hereto irrevocably agrees that any Action with respect submits to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement jurisdiction of any judgment in respect (i) the Court of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in Chancery of the State of Washington or Delaware, County of New Castle, and (ii) the United States District Court for the District of Delaware, for the purposes of any Washington state court. Each of the parties hereto agrees that mailing of process suit, action or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each proceeding arising out of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any transaction contemplated hereby. Each Party and Newco hereto agrees to commence any action, suit or proceeding relating hereto either in the United States District Court for the District of Delaware or, if such suit, action or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in the Court of Chancery of the Transactions in any court or tribunal other than the aforesaid courtsState of Delaware, County of New Castle. Each Party and Newco hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (A) the Court of Chancery of the parties hereto State of Delaware, County of New Castle, or (B) the United States District Court for the District of Delaware, and hereby further irrevocably waives, and unconditionally waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, claim in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court that any such action, suit or from proceeding brought in any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable Law, any claim that (x) the Action in such court is has been brought in an inconvenient forum. Each Party and Newco hereto further irrevocably consents to the service of process out of any of the aforementioned courts in any such suit, (y) action or other proceeding by the venue mailing of copies thereof by mail to such Action is improper, or (z) party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail; provided that nothing in this Section shall affect the right of any party to serve legal process in any other manner permitted by Law. The consent to jurisdiction set forth in this Section shall not constitute a general consent to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section. The Parties and Newco hereto agree that a final judgment in any such suit, action or the subject matter hereof, proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsLaw.

Submission to Jurisdiction. Each Any Proceeding (a) arising under this Agreement or under any Ancillary Document, or (b) in any way connected with or related or incidental to the dealings of the parties hereto irrevocably agrees that any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment Parties in respect of this Agreement and or any Ancillary Document or any of the rights and obligations arising hereunder brought by any other party hereto transactions contemplated hereby or its successors or assigns thereby, shall be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction, any federal or state court located in the State of Washington or any Washington state courtDelaware. Each of the parties hereto agrees that mailing Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of process or other papers in connection with such courts and irrevocably and unconditionally waives any objection to the laying of venue of any such Action Proceeding in the manner provided any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in Section 5.3 or any such court that any such Proceeding has been brought in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereofan inconvenient forum. Each of the parties hereto Party hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any Action with respect to Proceeding (i) arising under this Agreement and the rights and obligations arising hereunderor under any Ancillary Document, or for recognition and enforcement (ii) in any way connected with or related or incidental to the dealings of any judgment the Parties in respect of this Agreement and or any Ancillary Document or any of the rights and obligations arising hereunder transactions contemplated hereby or thereby, (iA) any claim that it is not personally subject to the jurisdiction of the above named courts as described in this Section 8.16 for any reason other than the failure to serve process in accordance with this Section 5.7reason, (iiB) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process Proceeding commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iiiC) to the fullest extent permitted by Applicable Law, any claim that (x) the Action Proceeding in any such court is brought in an inconvenient forum, (y) the venue of such Action Proceeding is improper, improper or (z) this Agreement, or any Ancillary Document, or the subject matter hereofhereof or thereof, may not be enforced in or by such courts. Each Party agrees that service of any process, summons, notice or document by registered mail to such Party’s respective address set forth in Section 8.4 shall be effective service of process for any such Proceeding.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall will be brought and determined exclusively in any federal court located the Chancery Court or the United States District Court sitting in the State of Washington or any Washington state courtDelaware. Each of the parties hereto agrees that mailing Mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 5.3 10.09 or in such other manner as may be permitted by Applicable applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees will not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (ia) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.710.07, (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in any such courts court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iiic) to the fullest extent permitted by Applicable applicable Law, any claim that (xi) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (yii) the venue of such Action suit, action or proceeding is improper, or (ziii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any the appropriate state or federal court located sitting in the State of Washington or any Washington state courtCarson City, Nevada. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 5.3 or 4.06 in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.74.04, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable the applicable Law, any claim that (x) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action suit, action or proceeding is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect legal action or proceeding arising out of or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereof brought by any other party hereto or its successors or assigns shall may be brought and determined exclusively in any federal court located in by the Court of Chancery of the State of Washington or any Washington state court. Each Delaware, and each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action the exclusive jurisdiction of the aforesaid court for itself and in with respect of to its property, generally and unconditionally, with regard to the personal jurisdiction any such action or proceeding arising out of the aforesaid courts and agrees that it will not bring any Action or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any action, suit or any of the Transactions proceeding relating thereto except in any court or tribunal other than the aforesaid such courts). Each of the parties hereto further agrees to accept service of process in any manner permitted by such court. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any Action with respect action or proceeding arising out of or relating to this Agreement and or the rights and obligations arising hereundertransactions contemplated hereby, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (ia) any claim that it is not personally subject to the jurisdiction of the above above-named courts for any reason other than the failure lawfully to serve process in accordance with this Section 5.7process, (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iiic) to the fullest extent permitted by Applicable Law, any claim that (xi) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (yii) the venue of such Action suit, action or proceeding is improper, improper or (ziii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties Parties hereto irrevocably agrees that any Action legal action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party Party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the Court of Chancery of the State of Washington Delaware, or any Washington state courtin the event (but only in the event) that such court does not have subject matter jurisdiction over such legal action, in the Superior Court of the State of Delaware (Complex Commercial Division). Each of the parties Parties hereto agrees that mailing service of process or other papers in connection with any such Action legal action in the manner provided for notices in Section 5.3 14 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties Parties hereto hereby irrevocably submits with regard to any such Action legal action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties Parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any Action legal action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder: (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, 15(b); (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment judgment, or otherwise), ; and (iii) to the fullest extent permitted by Applicable the applicable Law, any claim that (x) the Action suit, action, or proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action suit, action, or proceeding is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect and unconditionally submits to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect the Chancery Court of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State of Washington Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, any state or federal court sitting in Wilmington, Delaware), for the purposes of any Washington state court. Each proceeding, claim, demand, action or cause of action (a) arising under this Agreement or (b) in any way connected with or related or incidental to the dealings of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions transactions contemplated hereby, and irrevocably and unconditionally waives any objection to the laying of venue of any such proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court or tribunal other than the aforesaid courtsthat any such proceeding has been brought in an inconvenient forum. Each of the parties hereto party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any Action with respect to proceeding claim, demand, action or cause of action against such party (i) arising under this Agreement and or (ii) in any way connected with or related or incidental to the rights and obligations arising hereunder, or for recognition and enforcement dealings of any judgment the parties hereto in respect of this Agreement and or any of the rights and obligations arising hereunder transactions contemplated hereby, (iA) any claim that it such party is not personally subject to the jurisdiction of the above named courts as described in this Section 5.11 for any reason other than the failure to serve process in accordance with this Section 5.7reason, (iiB) any claim that it such party or its such party’s property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iiiC) to the fullest extent permitted by Applicable Law, any claim that (x) the Action proceeding, claim, demand, action or cause of action in any such court is brought against such party in an inconvenient forum, (y) the venue of such Action proceeding, claim, demand, action or cause of action against such party is improper, improper or (z) this Agreement, or the subject matter hereof, may not be enforced against such party in or by such courts. Each party agrees that service of any process, summons, notice or document by registered mail to such party’s respective address in accordance with Section 5.7 shall be effective service of process for any such proceeding, claim, demand, action or cause of action.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect party to this Agreement and Amendment hereby submits to the rights and obligations arising hereunderexclusive jurisdiction of (a) the United States District Court for the Southern District of New York sitting in the Borough of Manhattan or (b) if such court does not have jurisdiction, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal state court located in the State Borough of Washington Manhattan, including in the case of subclauses (a) and (b) above, any appellate courts therefrom (the “New York Courts”) for any dispute arising out of or relating to this Amendment or the breach, termination or validity hereof or any Washington state transactions contemplated by this Amendment. Each party to this Amendment hereby irrevocably and unconditionally waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such proceedings brought in such court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid irrevocably and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, unconditionally waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, claim in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder such court (i) any claim that it is not personally subject to the jurisdiction of the above named courts New York Courts for any reason other than the failure to serve process in accordance with this Section 5.7applicable Law, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court the New York Courts or from any legal process commenced in such courts the New York Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable Law, any claim applicable Law that (xA) the Action suit, action or proceeding in such court the New York Courts is brought in an inconvenient forum, (yB) the venue of such Action suit, action or proceeding is improper, or improper and (zC) this AgreementAmendment, or the subject matter hereof, may not be enforced in or by such courtsthe New York Courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Legal Action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its successors or assigns assigns, shall be brought and determined exclusively in any the state or federal court located in courts for the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereofDelaware. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions actions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, hereunder or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder, (ia) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.76.16, (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iiic) to the fullest extent permitted by Applicable the applicable Law, any claim that (xi) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (yii) the venue of such Action suit, action or proceeding is improper, or (ziii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 6.1, or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the Court of Chancery of the State of Washington Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any Legal Action, the Superior Court of the State of Delaware or the Federal District Court for the District of Delaware located in Wilmington, Delaware, and any Washington state courtappellate courts therefrom). Each of the parties hereto agrees that mailing of process or other papers in connection with any such Legal Action in the manner provided in Section 5.3 11.06 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Legal Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Legal Action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder: (ia) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, 11.04; (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ; and (iiic) to the fullest extent permitted by Applicable the applicable Law, any claim that (xi) the Action suit, action, or proceeding in such court is brought in an inconvenient forum, (yii) the venue of such Action suit, action, or proceeding is improper, or (ziii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the Court of Chancery of the State of Washington Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Legal Action, in in any Washington state courtor federal court within the State of Delaware. Each of the parties hereto agrees that mailing service of process or other papers in connection with any such Legal Action in the manner provided for notices in Section 5.3 14 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Legal Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder: (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, 15(b); (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment judgment, or otherwise), ; and (iii) to the fullest extent permitted by Applicable the applicable Law, any claim that (x) the Action suit, action, or proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action suit, action, or proceeding is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.. Execution Version

Submission to Jurisdiction. Each party of the parties hereto this Agreement irrevocably consents and agrees that any Action legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or any action for recognition and enforcement of any judgment in respect thereof will be brought, (i) if prior to the Effective Date, in the Bankruptcy Court and (ii) if on or after the Effective Date, in the courts of the State of New York, County of New York or, if it has or can acquire jurisdiction, the United States District Court for the Southern District of New York, and, by execution and delivery of this Agreement, each party of this Agreement hereby submits to and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action accepts for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts and agrees that it will not bring appellate courts from any Action relating appeal thereof. Each party to this Agreement or further irrevocably consents to the service of process out of any of the Transactions aforementioned courts in any court such action or tribunal other than proceeding by the delivery of copies thereof in the manner set forth in Section 15. Each party to this Agreement hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid courts. Each actions or proceedings arising out of or in connection with this Agreement brought in the parties hereto courts referred to above and hereby further irrevocably waives, waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, claim in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court that any such action or from proceeding brought in any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable Law, any claim that (x) the Action in such court is has been brought in an inconvenient forum. Nothing in this Section shall be deemed to constitute a submission to jurisdiction, (y) the venue of such Action is improper, consent or (z) this Agreement, or the subject waiver with respect to any matter hereof, may not be enforced in or by such courtsspecifically referred to herein.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect legal action or proceeding arising out of or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto Party or its successors or assigns shall be brought and determined exclusively by final and binding arbitration to be held in Vancouver, British Columbia, Canada, before a panel of three arbitrators; one of whom shall be selected by the Assignor, one of whom shall be selected by the Assignee and the third arbitrator shall be selected by the other two arbitrators. Absent manifest error, the decision and award of the arbitrators shall be final and binding upon all parties hereto and may be enforced in any tribunal Dominion or Providential court in British Columbia or in any California State or federal court located sitting in Los Angeles County, it being understood and agreed that any claim for an unpaid amount under the State Note shall not be submitted to arbitration and that the Assignor may at it option proceed to collect such unpaid amount through any of Washington or any Washington state courtthe foregoing courts. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action the exclusive jurisdiction of the aforesaid courts for itself and in with respect of to its property, generally and unconditionally, with regard to the personal jurisdiction any such action or proceeding arising out of the aforesaid courts and agrees that it will not bring any Action or relating to this Agreement or any of and the Transactions in any court or tribunal other than the aforesaid courtstransactions contemplated hereby. Each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any Action with respect action or proceeding arising out of or relating to this Agreement and or the rights and obligations arising hereundertransactions contemplated hereby, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (ia) any claim that it is not personally subject to the jurisdiction of the above named courts as described herein for any reason other than the failure to serve process in accordance with this Section 5.7reason, (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iiic) to the fullest extent permitted by Applicable Law, any claim that (xi) the Action suit, action or proceeding in any such court is brought in an inconvenient forum, (yii) the venue of such Action suit, action or proceeding is improper, improper or (ziii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each party hereto agrees that this Agreement has been entered into by the parties hereto in express reliance upon 6 Del. C. § 2708. Each of the parties hereto parties, to the maximum extent permitted by Applicable Law, (a) irrevocably submits to the personal jurisdiction of any state or federal court sitting in the state of Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any suit, action or proceeding arising out of or relating to this Agreement, (b) agrees that any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment all claims in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto such suit, action or its successors or assigns proceeding shall be brought brought, heard and determined exclusively in the Delaware Court of Chancery (provided that, in the event that subject matter jurisdiction is unavailable in that court, then all such claims shall be brought, heard and determined exclusively in any other state or federal court located sitting in the State state of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable LawDelaware), will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and (c) agrees that it will shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (d) agrees not to bring any Action action or proceeding arising out of or relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably court, and (e) expressly waives, and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) make any claim that it any such action or proceeding is subject (in whole or in part) to a jury trial, (f) agrees (1) to the extent such party is not personally otherwise subject to the jurisdiction service of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7the State of Delaware, (ii) any claim that it or its property is exempt or immune from jurisdiction to appoint and maintain an agent in the State of any Delaware as such court or from any party’s agent for acceptance of legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise)process, and (iii2) that, to the fullest extent permitted by applicable law, service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (f)(1) or (2) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware and (g) waives, to the fullest extent permitted by Applicable Law, any claim that (x) objection it may now or hereafter have to the Action laying of the venue of any such suit, action or proceeding in any such court is or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. For purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process in the State of Delaware, (y) each such party that has not as of the venue date hereof already duly appointed such an agent in Delaware does hereby appoint Universal Registered Agents, Inc. as such agent. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding brought in accordance with this paragraph. Each of the parties further consents and agrees that, to the maximum extent permitted by Applicable Law, process in any suit, action or proceeding may be served on such Action is improper, or (z) party in accordance with the notice provisions of Section 7 of this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto (a) irrevocably agrees that consents to the service of the summons and complaint and any Action other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with respect Section 6.12 hereof or in such other manner as may be permitted by applicable Law, and nothing in this Section 6.13 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement and or the rights and obligations arising hereundertransactions contemplated hereby, or for recognition and enforcement of any judgment in respect of thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement and or the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns transactions contemplated hereby shall be brought brought, tried and determined exclusively only in any federal court located in the Court of Chancery of the State of Washington or any Washington state court. Each Delaware (or, only if the Court of Chancery of the parties hereto agrees that mailing State of process Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other papers in connection with state court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such Action action or proceeding in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself court or that such action or proceeding was brought in an inconvenient court and in respect of its property, generally agrees not to plead or claim the same; and unconditionally, to the personal jurisdiction of the aforesaid courts and (f) agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated hereby in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as that a defense, counterclaim or otherwise, final judgment in any Action with respect to this Agreement and the rights and obligations arising hereunder, action or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced proceeding in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), as provided above shall be conclusive and (iii) to the fullest extent permitted by Applicable Law, any claim that (x) the Action in such court is brought in an inconvenient forum, (y) the venue of such Action is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable Law.

Submission to Jurisdiction. Each of the parties hereto to this Guaranty irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in New York, New York and agrees that any Action with respect legal action, suit or proceeding arising out of or relating to this Agreement Guaranty or any of the other Credit Documents (including, without limitation, any Security Documents) may be brought against such party in any such courts. Final judgment against any party in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the rights and obligations arising hereunderjudgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or for recognition and enforcement in any other manner provided by law. Nothing in this Section shall affect the right of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by party to commence legal proceedings or otherwise xxx any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon any other party in any manner authorized by the State laws of Washington any such jurisdiction. The Guarantors agree that process served either personally or by registered mail shall, to the extent permitted by law, constitutes adequate service of process in any Washington state courtsuch suit. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby Guaranty irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) waives to the fullest extent permitted by Applicable Lawapplicable law (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that (x) the Action in any such court is action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the United States of America; (d) any immunity which it or its assets may have in respect of its obligations under this Guaranty or any other Credit Document from any suit, execution, attachment (ywhether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the venue moving party in any suit, action or proceeding brought in any of such Action is improper, the courts referred to above arising out of or (z) in connection with this Agreement, Guaranty or any other Credit Document to post security for the subject matter hereof, may not be enforced in costs of any party or by such courtsto post a bond or to take similar action.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid Delaware Court of Chancery or, if such Court does not have jurisdiction of the dispute, other state or federal courts and agrees that it will not bring in Delaware, including any Action appellate courts thereof (the “Delaware Courts”), for any dispute arising out of or relating to this Agreement or any of the Transactions in any court breach, termination or tribunal other than the aforesaid courtsvalidity thereof (whether based on contract, tort or otherwise). Each of the parties party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in the Delaware Courts. With respect to any such proceeding, each of the Parties irrevocably and unconditionally waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, claim in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder such court (i) any claim that it is not personally subject to the jurisdiction of the above named courts Delaware Courts for any reason other than the failure to serve process in accordance with this Section 5.7applicable Law, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court the Delaware Courts or from any legal process commenced in such courts the Delaware Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by Applicable Law, any claim applicable Law that (xA) the Action suit, action or proceeding in such court the Delaware Courts is brought in an inconvenient forum, (yB) the venue of such Action suit, action or proceeding is improper, improper or (zC) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsthe Delaware Courts. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9(f) hereof.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any the Court of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the federal court located courts sitting in the State of Washington or any Washington state courtDelaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 5.3 7.5 or in such other manner as may be permitted by Applicable Lawapplicable Legal Requirements, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder: (ia) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, 7.11; (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ; and (iiic) to the fullest extent permitted by Applicable Lawthe applicable Legal Requirements, any claim that (xi) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (yii) the venue of such Action suit, action or proceeding is improper, or (ziii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto Parties irrevocably agrees that any Action claims or causes of action (whether based on contract, tort, or statute) with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto Party or its successors or assigns shall be brought and determined exclusively in any federal the Court of Chancery of the State Of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such claim or cause of action, in the Federal Courts of the United States of America located in the State of Washington or any Washington state courtDelaware. Each of the parties hereto Parties agrees that mailing service of process or other papers in connection with any such Action claim or cause of action in the manner provided for notices in Section 5.3 15 or in such other manner as may be permitted by Applicable applicable Law, will be valid and sufficient service thereof. Each of the parties hereto Parties hereby irrevocably submits with regard to any such Action claim or cause of action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any Action claim or cause of action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder: (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, 16B.; (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment judgment, or otherwise), ; and (iii) to the fullest extent permitted by Applicable applicable Law, any claim that (x) the Action suit, action, or proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action suit, action, or proceeding is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines or does not otherwise have jurisdiction, a state or federal court sitting in the State of Delaware) (or any appellate courts thereof), for the purposes of any Action with respect to (a) arising under this Agreement and or under any Additional Agreement or (b) in any way connected with or related or incidental to the rights and obligations arising hereunder, or for recognition and enforcement dealings of any judgment the parties in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Additional Agreement or any of the Transactions transactions contemplated hereby or thereby, and irrevocably and unconditionally waives any objection to the laying of venue of any such Action in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court or tribunal other than the aforesaid courtsthat any such Action has been brought in an inconvenient forum. Each of the parties hereto party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any Action with respect to (i) arising under this Agreement and the rights and obligations arising hereunderor under any Additional Agreement, or for recognition and enforcement (ii) in any way connected with or related or incidental to the dealings of any judgment the parties in respect of this Agreement and or any Additional Agreement or any of the rights and obligations arising hereunder transactions contemplated hereby or thereby, (iA) any claim that it is not personally subject to the jurisdiction of the above named courts as described in this Section 11.16 for any reason other than the failure to serve process in accordance with this Section 5.7reason, (iiB) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process Action commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iiiC) to the fullest extent permitted by Applicable Law, any claim that (x1) the Action in any such court is brought in an inconvenient forum, (y2) the venue of such Action is improper, improper or (z3) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party agrees that service of any process, summons, notice or document by registered mail to such party’s respective address set forth in Section 11.1 shall be effective service of process for any such Action.

Submission to Jurisdiction. Each party hereto agrees that this Agreement has been entered into by the parties hereto in express reliance upon 6 Del. C. § 2708. Each of the parties hereto parties, to the maximum extent permitted by Applicable Law, (a) irrevocably submits to the personal jurisdiction of any state or federal court sitting in the state of Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any suit, action or proceeding arising out of or relating to this Agreement, (b) agrees that any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment all claims in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto such suit, action or its successors or assigns proceeding shall be brought brought, heard and determined exclusively in the Delaware Court of Chancery (provided that, in the event that subject matter jurisdiction is unavailable in that court, then all such claims shall be brought, heard and determined exclusively in any other state or federal court located sitting in the State state of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable LawDelaware), will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and (c) agrees that it will shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (d) agrees not to bring any Action action or proceeding arising out of or relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably court, and (e) expressly waives, and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) make any claim that it any such action or proceeding is subject (in whole or in part) to a jury trial, (f) agrees (1) to the extent such party is not personally otherwise subject to the jurisdiction service of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7the State of Delaware, (ii) any claim that it or its property is exempt or immune from jurisdiction to appoint and maintain an agent in the State of any Delaware as such court or from any party’s agent for acceptance of legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise)process, and (iii2) that, to the fullest extent permitted by applicable law, service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (f)(1) or (2) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware and (g) waives, to the fullest extent permitted by Applicable Law, any claim that (x) objection it may now or hereafter have to the Action laying of the venue of any such suit, action or proceeding in any such court is or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. For purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process in the State of Delaware, (y) each such party that has not as of the venue date hereof already duly appointed such an agent in Delaware does hereby appoint CT Corporation as such agent. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding brought in accordance with this paragraph. Each of the parties further consents and agrees that, to the maximum extent permitted by Applicable Law, process in any suit, action or proceeding may be served on such Action is improper, or (z) party in accordance with the notice provisions of Section 7 of this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each The parties hereby irrevocably submit to the personal jurisdiction of the courts of the State of New York and the Federal courts of the United States of America, in each case located in the State, County and City of New York, solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts, and the parties hereto irrevocably agrees agree that any Action all claims with respect relating to this Agreement and the rights and obligations arising hereundersuch action, proceeding or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns transactions shall be brought heard and determined exclusively in any federal court located in the such a New York State of Washington or any Washington state Federal court. Each The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the parties hereto agrees extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 5.3 8.3 or in such other manner as may be permitted by Applicable Law, will Law shall be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim ; provided that it is not personally subject to understood and agreed that the jurisdiction determination of whether the above named courts for any reason other than the failure to serve process Merger Agreement has been consummated in accordance with this Section 5.7, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise)terms shall be governed by, and (iii) to in all respects interpretations of the fullest extent permitted by Applicable LawMerger Agreement shall be construed in accordance with, any claim the laws of the state of Delaware, regardless of the laws that (x) the Action in such court is brought in an inconvenient forum, (y) the venue might otherwise govern under applicable principles of such Action is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsconflicts of laws thereof.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware does not have jurisdiction, a federal court sitting in Wilmington, Delaware) (or any appellate courts thereof), for the purposes of any Action with respect to (a) arising under this Agreement and or under any Additional Agreement or (b) in any way connected with or related or incidental to the rights and obligations arising hereunder, or for recognition and enforcement dealings of any judgment the parties in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Additional Agreement or any of the Transactions transactions contemplated hereby or thereby, and irrevocably and unconditionally waives any objection to the laying of venue of any such Action in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court or tribunal other than the aforesaid courtsthat any such Action has been brought in an inconvenient forum. Each of the parties hereto party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any Action with respect to (i) arising under this Agreement and or under any Additional Agreement or (ii) in any way connected with or related or incidental to the rights and obligations arising hereunder, or for recognition and enforcement dealings of any judgment the parties in respect of this Agreement and or any Additional Agreement or any of the rights and obligations arising hereunder transactions contemplated hereby or thereby, (iA) any claim that it is not personally subject to the jurisdiction of the above named courts as described in this Section 11.15 for any reason other than the failure to serve process in accordance with this Section 5.7reason, (iiB) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process Action commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iiiC) to the fullest extent permitted by Applicable Law, any claim that (x) the Action in any such court is brought in an inconvenient forum, (y) the venue of such Action is improper, improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party agrees that service of any process, summons, notice or document by registered mail to such party’s respective address set forth in Section 11.1 shall be effective service of process for any such Action.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located the District Court of Iowa, Xxxxx County, or in the State event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the Southern District of Washington or any Washington state courtIowa. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 5.3 6.1 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.76.16, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by Applicable the applicable Law, any claim that (x) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action suit, action or proceeding is improper, improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect to this Agreement and the rights and obligations arising hereunderThe Company, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waiveseach Selling Stockholder, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder each Underwriter irrevocably (ia) any claim that it is not personally subject submits to the jurisdiction of the above named courts Supreme Court of the State of New York, Borough of Manhattan or the United States District Court for the Southern District of New York for the purpose of any reason suit, action, or other than proceeding arising out of this Agreement, or any of the failure to serve process in accordance with agreements or transactions contemplated by this Section 5.7Agreement, the Registration Statement, the Time of Sale Disclosure Package, any Prospectus and the Final Prospectus (each a “Proceeding”), (iib) agrees that all claims in respect of any claim that it or its property is exempt or immune Proceeding may be heard and determined in any such court, (c) waives, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process commenced therein, (d) agrees not to commence any Proceeding other than in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise)courts, and (iiie) waives, to the fullest extent permitted by Applicable Lawlaw, any claim that (x) the Action in such court Proceeding is brought in an inconvenient forum. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, (y) the venue of such Action is improperTO THE FULLEST EXTENT PERMITTED BY LAW, or (z) this AgreementON BEHALF OF ITS CONTROLLING PERSONS, or the subject matter hereofOFFICERS AND DIRECTORS REFERRED TO IN SECTION 7, may not be enforced in or by such courtsEQUITY HOLDERS AND CREDITORS), THE SELLING STOCKHOLDERS, AND THE UNDERWRITERS HEREBY WAIVE ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, THE TIME OF SALE DISCLOSURE PACKAGE, ANY PROSPECTUS AND THE FINAL PROSPECTUS.

Submission to Jurisdiction. Each of the parties Parties hereto irrevocably agrees that any Action legal action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any of the other party Parties hereto or its successors or assigns shall be brought and determined exclusively in any federal the Delaware Court of Chancery, or in the event (but only in the event) that such court located does not have subject matter jurisdiction over such legal action, in the Superior Court of the State of Washington or any Washington state courtDelaware (Complex Commercial Division). Each of the parties Parties hereto agrees that mailing service of process or other papers in connection with any such Action legal action in the manner provided for notices in Section 5.3 15 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties Parties hereto hereby irrevocably submits with regard to any such Action legal action for itself and in respect of its propertyitself, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties Parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any Action legal action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder: (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, 16(c); (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment judgment, or otherwise), ; and (iii) to the fullest extent permitted by Applicable the applicable Law, any claim that (x) the Action suit, action, or proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action suit, action, or proceeding is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each party irrevocably and unconditionally consents, agrees and submits to the exclusive jurisdiction of the parties hereto irrevocably agrees that Supreme Court of Bermuda (and appropriate appellate courts therefrom) (the “Chosen Courts”), for the purposes of any Action litigation, action, suit or other proceeding with respect to this Agreement and the rights and obligations arising hereundersubject matter hereof. Each party agrees to commence any litigation, action, suit or proceeding relating hereto only in the Supreme Court of Bermuda, or if such litigation, action, suit or other proceeding may not be brought in such court for recognition reasons of subject matter jurisdiction, in the other appellate courts therefrom or other courts of Bermuda. Each party irrevocably and enforcement unconditionally waives any objection to the laying of venue of any judgment litigation, action, suit or proceeding with respect to the subject matter hereof in respect of this Agreement the Chosen Courts, and the rights hereby further irrevocably and obligations arising hereunder brought by any other party hereto unconditionally waives and agrees not to plead or its successors or assigns shall be brought and determined exclusively claim in any federal such court located that any such action, suit or proceeding brought in the State of Washington or any Washington state courtsuch court has been brought in an inconvenient forum. Each party further irrevocably and unconditionally consents to and grants any such court jurisdiction over the Person of such parties and, to the parties hereto extent legally effective, over the subject matter of any such dispute and agrees that mailing of process or other papers documents in connection with any such Action action or proceeding in the manner provided in Section 5.3 8.2 hereof or in such other manner as may be permitted by Applicable applicable Law, will shall be valid and sufficient service thereof. Each of the The parties hereto hereby irrevocably submits with regard to agree that a final judgment in any such Action for itself litigation, action, suit or proceeding shall be conclusive and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable Law, any claim that (x) the Action in such court is brought in an inconvenient forum, (y) the venue of such Action is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable Law.

Submission to Jurisdiction. Each party hereto agrees that this Agreement has been entered into by the parties hereto in express reliance upon 6 Del. C. § 2708. Each of the parties hereto parties, to the maximum extent permitted by Applicable Law, (a) irrevocably submits to the personal jurisdiction of any state or federal court sitting in the state of Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any suit, action or proceeding arising out of or relating to this Agreement, (b) agrees that any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment all claims in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto such suit, action or its successors or assigns proceeding shall be brought brought, heard and determined exclusively in the Delaware Court of Chancery (provided that, in the event that subject matter jurisdiction is unavailable in that court, then all such claims shall be brought, heard and determined exclusively in any other state or federal court located sitting in the State state of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable LawDelaware), will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and (c) agrees that it will shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (d) agrees not to bring any Action action or proceeding arising out of or relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably court, and (e) expressly waives, and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) make any claim that it any such action or proceeding is subject (in whole or in part) to a jury trial, (f) agrees (1) to the extent such party is not personally otherwise subject to the jurisdiction service of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7the State of Delaware, (ii) any claim that it or its property is exempt or immune from jurisdiction to appoint and maintain an agent in the State of any Delaware as such court or from any party’s agent for acceptance of legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise)process, and (iii2) that, to the fullest extent permitted by applicable law, service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (f)(1) or (2) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware and (g) waives, to the fullest extent permitted by Applicable Law, any claim that (x) objection it may now or hereafter have to the Action laying of the venue of any such suit, action or proceeding in any such court is or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding brought in accordance with this paragraph. Each of the parties further consents and agrees that, (y) to the venue maximum extent permitted by Applicable Law, process in any suit, action or proceeding may be served on such party in accordance with the notice provisions of such Action is improper, or (z) Section 7 of this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each (a) The parties shall submit any dispute, claim, controversy or Action (in each case, whether in contract, tort, equity or otherwise) based upon, arising out of the parties hereto irrevocably agrees that any Action or relating to this Agreement (including with respect to this Agreement and the rights and obligations arising hereundermeaning, effect, validity, termination, interpretation, performance, or for recognition and enforcement of this Agreement), the negotiation, execution performance or any judgment in respect alleged breach thereof (“Related Claim”) to the exclusive jurisdiction of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in Court of Chancery of the State of Delaware (or, to the extent the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court located within the State of Delaware (and any courts having jurisdiction over appeals therefrom), or, if no federal court in the State of Washington or Delaware accepts jurisdiction, any Washington state court. Each court within the State of Delaware (and any courts having jurisdiction over appeals therefrom) (collectively, the “Specified Courts”)), and the parties hereto agrees hereby irrevocably agree that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or all Related Claims shall be heard and determined in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the The parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject submit to the exclusive personal and subject matter jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, Specified Court any Related Claims and (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of noticeirrevocably and unconditionally waive, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable applicable Law, any claim that (x) objection which it may now or hereafter have to the Action in laying of venue of any such court is Related Claim brought in an any Specified Court or any defense of inconvenient forum, (y) forum for the venue maintenance of such Action is improper, or (z) this Agreement, or the subject matter hereof, dispute. The parties agree that a final judgment in any such dispute shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsLaw.

Submission to Jurisdiction. Each of the parties Parties hereto irrevocably agrees that any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party Party hereto or its successors or assigns shall be brought and determined exclusively in any federal the Delaware Superior Court, or in the event (but only in the event) that such court located does not have subject matter jurisdiction over such Legal Action, in the United States District Court for the State of Washington or any Washington state courtDelaware. Each of the parties Parties hereto agrees that mailing of process or other papers in connection with any such Legal Action in the manner provided in Section 5.3 18 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties Parties hereto hereby irrevocably submits with regard to any such Legal Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties Parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder: (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, 19(b); (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment judgment, or otherwise), ; and (iii) to the fullest extent permitted by Applicable applicable Law, any claim that (x) the Action suit, action, or proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action suit, action, or proceeding is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of The parties agree that the appropriate Forum for any disputes between the parties hereto irrevocably agrees that any Action with respect to this Agreement and the rights and obligations arising hereunder, out of or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating related to this Agreement or the transactions contemplated by this Agreement shall be in the Court of Chancery in the City of Wilmington, New Castle County, Delaware, except where such court lacks subject matter jurisdiction. In such event, the Forum shall be in the federal district court sitting in Wilmington, Delaware, or, in the event such federal district court lacks subject matter jurisdiction, then in the superior court in the City of Wilmington, New Castle County, Delaware. The parties irrevocably submit to the jurisdiction of such courts solely in respect of any disputes between them arising out of or related to this Agreement or the Transactions transactions contemplated by this Agreement. The parties further agree that no party shall bring suit with respect to any disputes arising out of or related to this Agreement or the transactions contemplated by this Agreement in any court or tribunal jurisdiction other than the aforesaid above specified courts; provided, however, that the foregoing shall not limit the rights of any party to obtain execution of a judgment in any other jurisdiction. Each The parties further agree, to the extent permitted by Law, that a final and non-appealable judgment against any party in any action, suit or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the parties hereto hereby irrevocably waives, fact and agrees not to assert, by way amount of motion, as a defense, counterclaim such judgment. To the extent that any party has or otherwise, in hereafter may acquire any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, (ii) any claim that it or its property is exempt or immune immunity from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of or notice, attachment prior to judgment, attachment in aid of execution of judgmentexecution, execution of judgment or otherwise)) with respect to such party or such party’s property, each such party hereby irrevocably (i) waives such immunity in respect of such party’s obligations with respect to this Agreement and (iiiii) submits to the fullest extent permitted by Applicable Law, any claim that (x) the Action personal jurisdiction of each court described in such court is brought in an inconvenient forum, (y) the venue of such Action is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsSection 13(j).

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located the Delaware Court of Chancery, or in the State event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Washington or any Washington state courtDelaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 5.3 6.1 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.76.16, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by Applicable the applicable Law, any claim that (x) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action suit, action or proceeding is improper, improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action Legal Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any the federal or state court located in the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable LawNew York County, will be valid and sufficient service thereofNew York. Each of the parties hereto hereby irrevocably submits with regard to any such Action Legal Proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action Legal Proceeding relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any Action Legal Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder: (ia) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, 9.05; (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ; and (iiic) to the fullest extent permitted by Applicable the applicable Law, any claim that (xi) the Action suit, action, or proceeding in such court is brought in an inconvenient forum, (yii) the venue of such Action suit, action, or proceeding is improper, or (ziii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties Parties hereto irrevocably agrees that any Action legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party Party hereto or its successors or assigns shall be brought and determined exclusively in any federal the Delaware Chancery Court, or in the event (but only in the event) that such court located does not have subject matter jurisdiction over such action or proceeding, in the Federal courts of the United States of America or other courts of the State of Washington or any Washington state courtDelaware. Each of the parties Parties hereto agrees that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 5.3 14 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties Parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties Parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder: (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, 15(b); (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment judgment, or otherwise), ; and (iii) to the fullest extent permitted by Applicable the applicable Law, any claim that (x) the Action suit, action, or proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action suit, action, or proceeding is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Legal Action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its successors or assigns assigns, shall be brought and determined exclusively in any federal or state court located in the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereofDelaware. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated hereby in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (ia) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.76.16, (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iiic) to the fullest extent permitted by Applicable Lawthe applicable law, any claim that (xi) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (yii) the venue of such Action suit, action or proceeding is improper, improper or (ziii) this Agreement, or the subject matter mater hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 6.1 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof.

Submission to Jurisdiction. Each of the parties hereto Parties hereby irrevocably agrees that any Action with respect and unconditionally submits, for itself and its property, to this Agreement the exclusive jurisdiction of the Delaware Court of Chancery (and if jurisdiction in the rights and obligations arising hereunder, or for recognition and enforcement Delaware Court of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns Chancery shall be brought and determined exclusively in any federal court located unavailable, the Federal courts of the United States of America sitting in the State of Washington or Delaware), and any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with appellate court from any such Action court, in the manner provided in Section 5.3 any action or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each proceeding arising out of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action or relating to this Agreement or the Transactions or for recognition or enforcement of any judgment relating thereto, and each of the Transactions Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the Federal court of the United States of America sitting in the State of Delaware), (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the Federal courts of the United States of America sitting in the State of Delaware), and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or tribunal other than hereafter have to the aforesaid courtslaying of venue of any such action or proceeding in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the Federal courts of the United States of America sitting in the State of Delaware), and (iv) waives, to the fullest extent it may legally and effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the Federal courts of the United States of America sitting in the State of Delaware). Each of the parties hereto hereby irrevocably waives, and Parties agrees not to assert, by way of motion, as that a defense, counterclaim or otherwise, final judgment in any Action with respect to this Agreement such action or proceeding shall be conclusive and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable Law, any claim that (x) the Action in such court is brought in an inconvenient forum, (y) the venue of such Action is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsLaw.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its successors or assigns shall be brought and determined exclusively in any the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action, in the federal court located of the United States of America sitting in the State of Washington or any Washington state courtDelaware. Each of the parties hereto agrees that mailing service of process or other papers in connection with any such Action action in the manner provided for notices in Section 5.3 6.1 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any Action action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder: (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, 6.12; (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment judgment, or otherwise), ; and (iii) to the fullest extent permitted by Applicable the applicable Law, any claim that (x) the Action suit, action, or proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action suit, action, or proceeding is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the Court of Chancery of the State of Washington Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Legal Action, in any Washington state courtor federal court within the State of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Legal Action in the manner provided in Section 5.3 8.07 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Legal Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Legal Action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder: (ia) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, 8.05; (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ; and (iiic) to the fullest extent permitted by Applicable the applicable Law, any claim that (xi) the Action suit, action, or proceeding in such court is brought in an inconvenient forum, (yii) the venue of such Action suit, action, or proceeding is improper, or (ziii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of For the parties hereto irrevocably agrees that any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement purposes of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process suit, action or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each proceeding arising out of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties transaction contemplated hereby, each party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject submits to the jurisdiction of the above named courts Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the U.S. District Court for the District of Maryland, Northern Division (the “Maryland Courts”). In the case of any reason suit, action or other than proceeding in the failure Circuit Court for Baltimore City, Maryland, each of the parties irrevocably agrees to serve process in accordance with this Section 5.7, (ii) any claim that it or its property is exempt or immune from jurisdiction request and/or consent to the assignment of any such court suit, action or from other proceeding to such court’s Business and Technology Case Management Program. Each party hereto irrevocably and unconditionally waives any legal process commenced objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise)the Maryland Courts, and (iii) hereby further irrevocably and unconditionally waives and agrees not to the fullest extent permitted by Applicable Law, plead or claim in any claim that (x) the Action in such court is that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each party hereto further irrevocably consents to the service of process out of any of the aforementioned courts in any such suit, (y) action or other proceeding by the venue mailing of copies thereof by registered mail to such Action is improper, or (z) party at its address set forth in this Agreement, or the subject matter hereof, may not such service of process to be enforced effective upon acknowledgment of receipt of such registered mail; provided that nothing in or by such courts.this

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located the District Court of Iowa, Xxxxx County, or in the State event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the Southern District of Washington or any Washington state courtIowa. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 5.3 8.7 or in such other manner as may be permitted by Applicable Law, applicable Laws will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.78.5, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by Applicable the applicable Law, any claim that (x) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action suit, action or proceeding is improper, improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the The parties hereto irrevocably agrees agree that any Action legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its successors or assigns shall be brought and determined exclusively in any a federal district court located in the Borough of Manhattan, City of New York, State of Washington or any Washington New York, or, if not able to be brought in such court, in a state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action court located in the manner provided in Section 5.3 or in such other manner Borough of Manhattan, City of New York, State of New York (as may be permitted by Applicable Lawapplicable, will be valid and sufficient service thereofthe “New York Courts”). Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts New York Courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courtsNew York Courts (other than to enforce a judgment of the New York Courts). Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (ia) any claim that it is not personally subject to the jurisdiction of the above named courts New York Courts for any reason other than the failure to serve process in accordance with this Section 5.76.15, (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court the New York Courts or from any legal process commenced in such courts the New York Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iiic) to the fullest extent permitted by Applicable the applicable Law, any claim that (xi) the Action suit, action or proceeding in such court the New York Courts is brought in an inconvenient forum, (yii) the venue of such Action suit, action or proceeding is improper, improper or (ziii) this Agreement, or the subject matter hereof, may not be enforced in or by the New York Courts. The parties to this Agreement agree that mailing of process or other papers in connection with any such courtsaction or proceeding in the manner provided in Section 6.1 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located the Delaware Court of Chancery, or in the State event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Washington or any Washington state courtDelaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 5.3 8.7 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.78.5, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by Applicable the applicable Law, any claim that (x) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action suit, action or proceeding is improper, improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Notwithstanding the foregoing, each of the parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources or any of their respective affiliates in any way relating to this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby, including any dispute arising out of or relating in any way to the Debt Financing Letter or any other letter or agreement related to the Debt Financing or the performance thereof, in any forum other than the Supreme Court of the state of New York, sitting in New York County (Manhattan), or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof).

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal the District Court of Hennepin County, or in the event (but only in the event) that such court located does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the State of Washington or any Washington state courtMinnesota. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 5.3 9.07 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.79.05, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable the applicable Law, any claim that (x) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action suit, action or proceeding is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect to this Agreement all claims, controversies and the rights and obligations arising hereunder, or for recognition and enforcement disputes of any judgment kind or nature relating in respect any way to the enforcement or interpretation of this Agreement and or to the parties’ dealings, rights and or obligations arising hereunder brought by any other party hereto or its successors or assigns in connection herewith, shall be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, any federal court of the United States located in the State of Delaware, or, if neither the Court of Chancery of the State of Delaware nor any such federal court has jurisdiction, any other state court located in the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereofDelaware. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions actions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, hereunder or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.712.12, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by Applicable Lawthe applicable law, any claim that (xa) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (yb) the venue of such Action suit, action or proceeding is improper, improper or (zc) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 12.01 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Notwithstanding the foregoing in this Section 12.12, a party may commence any action or proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, any federal court within the State of Delaware, and then, if such federal court declines to accept jurisdiction, any state or federal court within New York, New York), for the purposes of any Action with respect to (i) arising under this Agreement and or under any Transaction Document (unless otherwise expressly set forth therein) or (ii) in any way connected with or related or incidental to the rights and obligations arising hereunder, or for recognition and enforcement dealings of any judgment the parties in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State of Washington or any Washington state court. Each Transaction Document (unless otherwise expressly set forth therein) or any of the parties hereto agrees that mailing transactions contemplated hereby or any of process or other papers in connection with the transactions contemplated thereby, and irrevocably and unconditionally waives any objection to the laying of venue of any such Action in the manner provided any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in Section 5.3 or in any such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to court that any such Action for itself and has been brought in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courtsan inconvenient forum. Each of the parties hereto party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any Action with respect to or cause thereof against such party (x) arising under this Agreement and or under any Transaction Document (unless otherwise expressly set forth therein) or (y) in any way connected with or related or incidental to the rights and obligations arising hereunder, or for recognition and enforcement dealings of any judgment the parties in respect of this Agreement and or any Transaction Document (unless otherwise expressly set forth therein) or any of the rights and obligations arising hereunder transactions contemplated hereby or any of the transactions contemplated thereby, (ia) any claim that it such party is not personally subject to the jurisdiction of the above named courts as described in this Section for any reason other than the failure to serve process in accordance with this Section 5.7reason, (iib) any claim that it such party or its such party’s property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iiic) to the fullest extent permitted by Applicable Law, any claim that (x) the Action or cause thereof in any such court is brought against such party in an inconvenient forum, (y) the venue of such Action or cause thereof against such party is improper, ; or (z) this Agreement, or the subject matter hereof, may not be enforced against such party in or by such courts. Each party agrees that service of any process, summons, notice or document by registered mail to such party’s respective address set forth on their signature pages hereto shall be effective service of process for any such Action, demand, or cause thereof.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect party to this Agreement and Amendment hereby submits to the rights and obligations arising hereunderexclusive jurisdiction of (a) the United State District Court for the Southern District of New York sitting in the Borough of Manhattan or (b) if such court does not have jurisdiction, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal state court located in the State Borough of Washington Manhattan, including in the case of subclauses (a) and (b) above, any appellate courts therefrom (the “New York Courts”) for any dispute arising out of or relating to this Amendment or the breach, termination or validity hereof or any Washington state transactions contemplated by this Amendment. Each party to this Amendment hereby irrevocably and unconditionally waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such proceedings brought in such court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid irrevocably and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, unconditionally waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, claim in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder such court (i) any claim that it is not personally subject to the jurisdiction of the above named courts New York Courts for any reason other than the failure to serve process in accordance with this Section 5.7applicable Law, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court the New York Courts or from any legal process commenced in such courts the New York Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable Law, any claim applicable Law that (xA) the Action suit, action or proceeding in such court the New York Courts is brought in an inconvenient forum, (yB) the venue of such Action suit, action or proceeding is improper, or improper and (zC) this AgreementAmendment, or the subject matter hereof, may not be enforced in or by such courtsthe New York Courts.

Submission to Jurisdiction. Each (a) The parties shall submit any dispute, claim, controversy or Action (in each case, whether in contract, tort, equity or otherwise) based upon, arising out of the parties hereto irrevocably agrees that any Action or relating to this Agreement (including with respect to this Agreement and the rights and obligations arising hereundermeaning, effect, validity, termination, interpretation, performance, or for recognition and enforcement of this Agreement), the negotiation, execution performance or any judgment in respect alleged breach thereof (“Related Claim”) to the exclusive jurisdiction of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in Court of Chancery of the State of Delaware (or, to the extent the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court located within the State of Delaware (and any courts having jurisdiction over appeals therefrom), or, if no federal court in the State of Washington or Delaware accepts jurisdiction, any Washington state court. Each court within the State of Delaware (and any courts having jurisdiction over appeals therefrom) (collectively, the “Specified Courts”)), and the parties hereto agrees hereby irrevocably agree that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or all Related Claims shall be heard and determined in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereofcourts. Each of the The parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, (a) submit to the exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, (ii) any claim that it or its property is exempt or immune from matter jurisdiction of any such court or from Specified Court any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), Related Claims and (iiib) irrevocably and unconditionally waive, to the fullest extent permitted by Applicable applicable Law, any claim that (x) objection which it may now or hereafter have to the Action in laying of venue of any such court is Related Claim brought in an any Specified Court or any defense of inconvenient forum, (y) forum for the venue maintenance of such Action is improper, or (z) this Agreement, or the subject matter hereof, dispute. The parties agree that a final judgment in any such dispute shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsLaw.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard and unconditionally consents to any such Action submit to the exclusive jurisdiction and venue of the United States District Court for itself the Southern District of New York and in respect of its propertythe courts hearing appeals therefrom unless no basis for federal jurisdiction exists, generally and unconditionally, in which event each party hereto irrevocably consents to the personal exclusive jurisdiction and venue of the aforesaid Supreme Court of the State of New York, New York County, and the courts and agrees that it will not bring hearing appeals therefrom, for any Action action, suit or proceeding arising out of or relating to this Agreement or any of and the Transactions in any court or tribunal other than the aforesaid courtstransactions contemplated hereby. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereundersuch action, suit or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) proceeding, any claim that it such party is not personally subject to the jurisdiction of the above named aforesaid courts for any reason reason, other than the failure to serve process in accordance with this Section 5.77.2, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable Lawapplicable law, that the action, suit or proceeding in any claim that (x) the Action in such court is brought in an inconvenient forum, (y) that the venue of such Action action, suit or proceeding is improper, or (z) that this Agreement, or the subject matter hereof, may not be enforced in or by such courtscourts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the parties hereto expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of New York and of the United States of America; provided, that consent by the parties hereto to jurisdiction and service contained in this Section 7.2 is solely for the purpose referred to in this Section 7.2 and shall not be deemed to be a general submission to said courts or in the State of New York other than for such purpose.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Legal Action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its successors or assigns shall be brought and determined exclusively in the Court of Chancery for the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the U.S. Federal District Court has exclusive jurisdiction of a particular matter, any federal court located in within the State District of Washington or any Washington state courtDelaware). Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 5.3 9.7 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.79.5, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by Applicable the applicable Law, any claim that (x) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action suit, action or proceeding is improper, improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the Court of Chancery of the State of Washington Delaware or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Legal Action, in any Washington state courtor federal court within the State of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Legal Action in the manner provided in Section 5.3 8.07 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Legal Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Legal Action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder: (ia) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, 8.05; (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ; and (iiic) to the fullest extent permitted by Applicable the applicable Law, any claim that (xi) the Action suit, action, or proceeding in such court is brought in an inconvenient forum, (yii) the venue of such Action suit, action, or proceeding is improper, or (ziii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto Parties (1) irrevocably agrees that consents to the service of the summons and complaint and any Action with respect other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding based on, arising out of or relating to this Agreement Agreement, for and the rights and obligations arising hereunder, or for recognition and enforcement on behalf of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State of Washington itself or any Washington state court. Each of the parties hereto agrees that mailing of process its properties or other papers assets, in connection accordance with any such Action in the manner provided in Section 5.3 14(e) or in such other manner as may be permitted by Applicable applicable Law, will be valid and sufficient service thereof. Each nothing in this Section 14(i) shall affect the right of the parties hereto hereby any Party to serve legal process in any other manner permitted by applicable Law; (2) irrevocably and unconditionally consents and submits with regard to any such Action for itself and its properties and assets in respect of its property, generally and unconditionally, any Legal Proceeding to the personal exclusive general jurisdiction of the aforesaid courts Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any other state or federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy based on, arises out of or relating to this Agreement; (3) agrees that it will shall not bring attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Action such court; (4) agrees that any Legal Proceeding based on, arising in connection with or relating to this Agreement shall be brought, tried and determined only in the Chosen Courts; (5) waives any objection that it may now or hereafter have to the venue of any of such Legal Proceeding in the Transactions Chosen Courts or that such Legal Proceeding was brought in any an inconvenient court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assertplead or claim the same; and (6) agrees that it shall not bring any Legal Proceeding based on, by way arising out of motion, as a defense, counterclaim or otherwise, in any Action with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of in any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason court other than the failure to serve process Chosen Courts. Each of Parent and the Stockholder agrees that a final judgment in accordance with this Section 5.7, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced Legal Proceeding in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), the Chosen Courts shall be conclusive and (iii) to the fullest extent permitted by Applicable Law, any claim that (x) the Action in such court is brought in an inconvenient forum, (y) the venue of such Action is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable Law.

Submission to Jurisdiction. Each of the parties Parties hereto irrevocably agrees that any Action action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party Party hereto or its successors or assigns shall be brought and determined exclusively in any the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action, in the federal court located of the United States of America sitting in the State of Washington or any Washington state courtDelaware. Each of the parties Parties hereto agrees that mailing service of process or other papers in connection with any such Action action in the manner provided for notices in Section 5.3 16 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties Parties hereto hereby irrevocably submits with regard to any such Action action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties Parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any Action action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder: (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, 17(b); (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment judgment, or otherwise), ; and (iii) to the fullest extent permitted by Applicable the applicable Law, any claim that (x) the Action suit, action, or proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action suit, action, or proceeding is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located the Delaware Court of Chancery, or in the State event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Washington or any Washington state courtDelaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 5.3 8.7 of the Merger Agreement or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.73.7, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by Applicable applicable Law, any claim that (x) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action suit, action or proceeding is improper, improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Legal Action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its successors or assigns assigns, shall be brought and determined exclusively in any the state or federal court located in courts for the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereofDelaware. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself itself, himself or herself and in respect of its its, his or her property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it it, he or she will not bring any Action action relating to this Agreement or any of the Transactions actions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, hereunder or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder, (ia) any claim that it it, he or she is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.76.16, (iib) any claim that it it, he or its she or its, his or her property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iiic) to the fullest extent permitted by Applicable the applicable Law, any claim that (xi) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (yii) the venue of such Action suit, action or proceeding is improper, improper or (ziii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that delivery of process or other papers in connection with any such action or proceeding in the manner provided in Section 6.1 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect (i) consents to this Agreement and submit itself to the rights and obligations arising hereunderpersonal jurisdiction of the Delaware Court of Chancery or, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State event (but only in the event) that the Delaware Court of Washington Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware or, in the event (but only in the event) that such United States District Court for the District of Delaware also does not have subject matter jurisdiction over such legal action or proceeding, any Washington Delaware state court. Each of the parties hereto agrees that mailing of process or other papers court sitting in New Castle County, in connection with any matter based upon or arising out of this Agreement or the actions of the parties hereof, (ii) agrees that it will not attempt to deny or defeat such Action personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement in any court other than the manner provided in Section 5.3 or in such other manner courts of the State of Delaware, as may be permitted by Applicable Law, will be valid and sufficient service thereofdescribed above. Each of the parties hereto hereby irrevocably submits with regard to agrees that service of any such Action for itself and in respect of its propertyprocess, generally and unconditionallysummons, notice or document by U.S. registered mail to the personal jurisdiction addresses set forth in Annex I shall be effective service of the aforesaid courts and agrees that it will not bring process for any Action relating suit or proceeding in connection with this Agreement. Each party to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve process in accordance with this Section 5.7, (ii) any claim 7.9 that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable applicable Law, that the suit, action or proceeding in any claim that (x) the Action in such court is brought in an inconvenient forum, (y) that the venue of such Action suit, action or proceeding is improper, or (z) that this Agreement, or the subject matter hereof, may not be enforced in or by such courtscourts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which a party hereto is entitled pursuant to the final judgment of any court having jurisdiction. Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Laws of the State of Delaware and of the United States of America; provided, that each such party’s consent to jurisdiction and service contained in this Section 7.9 is solely for the purpose referred to in this Section 7.9 and shall not be deemed to be a general submission to said courts or in the State of Delaware other than for such purpose.

Submission to Jurisdiction. Each of the parties hereto Parties, by its execution of this Agreement, (i) hereby irrevocably agrees that any Action with respect submits to this Agreement the exclusive jurisdiction of the United States District Court for the Southern District of New York and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located state courts sitting in the State of Washington New York, County of New York for the purpose of any action, claim, cause of action or any Washington state court. Each suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to based upon this Agreement or any of relating to the Transactions in any court or tribunal other than subject matter hereof, (ii) hereby waives to the aforesaid courts. Each of the parties hereto hereby irrevocably waivesextent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense, counterclaim defense or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereundersuch action, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not subject personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve process in accordance with this Section 5.7courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable Law, any claim that (x) the Action in such court is proceeding brought in an inconvenient forum, (y) one of the venue of such Action above-named courts is improper, or (z) that this Agreement, Agreement or the subject matter hereof, hereof or thereof may not be enforced in or by such courtscourt and (iii) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 8(e) hereof is reasonably calculated to give actual notice.

Submission to Jurisdiction. Each of the parties hereto Parties (a) irrevocably agrees that consents to the service of the summons and complaint and any Action other process in any action, suit or proceeding arising out of or with respect to this Agreement and the rights transactions contemplated hereby, for and obligations arising hereunder, or for recognition and enforcement on behalf of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State of Washington itself or any Washington state court. Each of the parties hereto agrees that mailing of process its properties or other papers assets, in connection accordance with any such Action in the manner provided in Section 5.3 5.2 or in such other manner as may be permitted by Applicable Lawapplicable law, will be valid and sufficient service thereof. Each nothing in this Section 5.11 shall affect the right of the parties hereto hereby any Party to serve legal process in any other manner permitted by applicable law; (b) irrevocably and unconditionally consents and submits with regard to any such Action for itself and its properties and assets in any action, suit or proceeding arising out of or with respect of its property, generally to this Agreement and unconditionally, the transactions contemplated hereby to the personal exclusive general jurisdiction of the aforesaid courts Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement or the transactions contemplated hereby; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts; (d) agrees that any action, suit or proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (e) waives any objection that it may now or hereafter have to the venue of any such action, suit or proceeding in the Chosen Courts or that such action, suit or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any Action action, suit or proceeding relating to this Agreement or any of the Transactions transactions contemplated hereby in any court or tribunal other than the aforesaid courtsChosen Courts. Each of the parties hereto hereby irrevocably waives, and Parties agrees not to assert, by way of motion, as that a defense, counterclaim or otherwise, final judgment in any Action with respect to this Agreement action, suit or proceeding in the Chosen Courts shall be conclusive and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable Law, any claim that (x) the Action in such court is brought in an inconvenient forum, (y) the venue of such Action is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable law.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any the state or federal court located courts in the State of Washington or any Washington state courtDenver, Colorado. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 5.3 10.05 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.710.03, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable the applicable Law, any claim that (x) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action suit, action or proceeding is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the Court of Chancery of the State of Washington Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Legal Action, in any Washington state courtor federal court within the State of Delaware; provided that, notwithstanding anything to the contrary contained herein, each party hereto hereby submits itself to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan in the City of New York and the United States District Court for the Southern District of New York and any appellate courts thereof with respect to any suit, action or proceeding against any Debt Financing Source in connection with this Agreement, the Debt Financing, the Commitment Papers and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, and hereby agrees that it will not bring or support any such suit, action or proceeding in any other forum. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Legal Action in the manner provided in Section 5.3 8.06 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Legal Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Legal Action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder: (ia) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, 8.04; (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ; and (iiic) to the fullest extent permitted by Applicable the applicable Law, any claim that (xi) the Action suit, action, or proceeding in such court is brought in an inconvenient forum, (yii) the venue of such Action suit, action, or proceeding is improper, or (ziii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each Purchaser and Sellers hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the State, City and County of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement (including the Commitment Letter), and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any of such documents may not be enforced in or by said courts, and the parties hereto irrevocably agrees agree that any Action all claims with respect to this Agreement such action or proceeding shall be heard and determined in New York State or federal court. Purchaser and Seller hereby consent to and grant any such court jurisdiction over the rights person of such parties and obligations arising hereunder, or for recognition and enforcement over the subject matter of any judgment in respect of this Agreement such dispute and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State of Washington or any Washington state court. Each of the parties hereto agrees agree that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 5.3 9.1, or in such other manner as may be permitted by Applicable Lawlaw, will shall be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its propertyEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY ACTION, generally and unconditionallyPROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courtsEXECUTION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT, INCLUDING IN ANY ACTION, PROCEEDING OR COUNTERCLAIM AGAINST ANY FINANCING SOURCE IN CONNECTION WITH THE DEBT FINANCING. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable Law, any claim that (x) the Action in such court is brought in an inconvenient forum, (y) the venue of such Action is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.104

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action legal action or proceeding with respect to this Letter Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Letter Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its successors or assigns shall be brought and determined exclusively in any state or federal court located sitting in the State Borough of Washington Manhattan of The City of New York, or any Washington state courtin the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the Southern District of New York. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 5.3 7 hereof or in such other manner as may be permitted by Applicable Lawapplicable laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Letter Agreement or any of the Transactions transactions contemplated by this Letter Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Letter Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Letter Agreement and the rights and obligations arising hereunder (ia) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.712, (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iiic) to the fullest extent permitted by Applicable Lawthe applicable law, any claim that (xi) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (yii) the venue of such Action suit, action or proceeding is improper, improper or (ziii) this Letter Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto hereby irrevocably agrees that and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Action with respect New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding relating to or arising under this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and or enforcement of any judgment judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of this Agreement any such action or proceeding may be heard and determined in any such New York State court or, to the rights fullest extent permitted by law, in such federal court and obligations arising hereunder brought each party irrevocably and unconditionally waives, to the fullest extent permitted by law, the jurisdiction of any other party hereto courts that may correspond by virtue of their domicile (present or its successors future) to the location of their assets or assigns shall be brought and determined exclusively in any federal court located in the State of Washington or any Washington state courtotherwise. Each of the parties hereto agrees that mailing of process or other papers a final non-appealable judgment in connection with any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereoflaw. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionallyunconditionally waives, to the personal jurisdiction of the aforesaid courts fullest extent it may legally and agrees effectively do so, any objection that it will not bring may now or hereafter have to the laying of venue of any Action suit, action or proceeding relating to or arising under this Agreement or any of the Transactions in any court New York State or tribunal other than the aforesaid courtsfederal court. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable Lawlaw, any claim that (x) the Action in such court is brought in defense of an inconvenient forum, (y) forum to the venue maintenance of such Action is improper, action or (z) this Agreement, or the subject matter hereof, may not be enforced proceeding in or by any such courts.court. EACH OF THE PARTIES HERETO EXPRESSLY AND IRREVOCABLY WAIVES ALL RIGHT TO TRIAL

Submission to Jurisdiction. Each of the parties hereto irrevocably and unconditionally agrees that any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, the Transactions or any matter related to or arising out of or in connection with this Agreement or the Transactions (including the negotiation of this Agreement) or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Chancery Court and any state appellate court therefrom within the State of Delaware, or, if and only if the Delaware Chancery Court shall not have or declines to accept jurisdiction over a particular matter, in any federal court located in the State of Washington Delaware or any Washington other Delaware state courtcourt (the “Delaware Courts”). Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 5.3 8.07 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably and unconditionally submits with regard to any such Legal Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder: (ia) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, 8.05; (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ; and (iiic) to the fullest extent permitted by Applicable the applicable Law, any claim that (xi) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (yii) the venue of such Action suit, action or proceeding is improper, or (ziii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. This Agreement shall be governed by, and construed and enforced in accordance with, the domestic laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the parties hereto irrevocably agrees that any Action legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereof brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any the state and federal court located in courts of the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable LawDelaware, will be valid and sufficient service thereof. Each each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of to its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunderagreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim (a) that it is not personally subject to the jurisdiction of the above named aforesaid courts for any reason other than the failure to serve process in accordance with this Section 5.7reason, (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iiic) to the fullest extent permitted by Applicable Lawthe applicable law, any claim that (xi) the Action suit, action or proceeding in such court courts is brought in an inconvenient forum, (yii) the venue of such Action suit, action or proceeding is improper, or improper and (ziii) this Agreementagreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto The Company irrevocably agrees that any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably (a) submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts Supreme Court of the State of New York, Borough of Manhattan or the United States District Court for the Southern District of New York for the purpose of any reason suit, action, or other than proceeding arising out of this Agreement, or any of the failure to serve process in accordance with agreements or transactions contemplated by this Section 5.7Agreement, the Registration Statement, the Time of Sale Disclosure Package, any Prospectus and the Final Prospectus (each a “Proceeding”), (iib) agrees that all claims in respect of any claim that it or its property is exempt or immune Proceeding may be heard and determined in any such court, (c) waives, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process commenced therein, (d) agrees not to commence any Proceeding other than in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise)courts, and (iiie) waives, to the fullest extent permitted by Applicable Lawlaw, any claim that (x) the Action in such court Proceeding is brought in an inconvenient forum. The Company hereby irrevocably appoints CT Corporation System, (y) with offices at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for service of process in any Proceeding and agrees that service of process in any manner permitted by applicable laws in any such suit, action or proceeding may be made upon the venue Company at the office of such Action is improperagent. The Company represents and warrants that such agent has agreed to act as agent for service of process, or (z) this Agreementand agrees to take any and all action, or including the subject matter hereoffiling of any and all documents and instruments, that may not be enforced necessary to continue such appointment in or by such courtsfull force and effect. THE COMPANY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, THE TIME OF SALE DISCLOSURE PACKAGE, ANY PROSPECTUS AND THE FINAL PROSPECTUS.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to To the fullest extent permitted by Applicable Lawapplicable Laws, each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, to the extent that the Court of Chancery of the State of Delaware is found to lack jurisdiction, then the Superior Court of the State of Delaware or, to the extent that both of the aforesaid courts are found to lack jurisdiction, then the United States District Court of the District of Delaware (collectively with any claim that (x) appellate courts thereof, the Action “Courts”), in such court is brought in an inconvenient forum, (y) the venue any Legal Actions directly or indirectly arising out of such Action is improper, or (z) relating to this Agreement, any document or certificate contemplated by this Agreement or the subject matter hereofTransactions or thereby or to interpret, apply or enforce this Agreement, any document or certificate contemplated by this Agreement or the Transactions or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (a) agrees not to commence any such Legal Actions except in the Courts, (b) agrees that any claim in respect of any such Legal Actions may not be heard and determined in the Courts, (c) waives any objection which it may now or hereafter have to the laying of venue of any such Legal Actions in the Courts and (d) waives the defense of an inconvenient forum to the maintenance of any such Legal Actions in the Courts. To the fullest extent permitted by applicable Laws, each of the Parties agrees that a final judgment in any such Legal Actions shall be conclusive and may be enforced in other jurisdictions by Legal Actions on the judgment or in any other manner provided by such courtsapplicable Law. Each of the Parties irrevocably consents to service of process in the manner provided for notices in Section 8.7 or in any other manner permitted by applicable Laws.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State of Washington or any Washington state courtNew York. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Legal Action in the manner provided in Section 5.3 8.07 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Legal Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Legal Action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim counterclaim, or otherwise, in any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder: (ia) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.7, 8.05; (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ; and (iiic) to the fullest extent permitted by Applicable the applicable Law, any claim that (xi) the Action suit, action, or proceeding in such court is brought in an inconvenient forum, (yii) the venue of such Action suit, action, or proceeding is improper, or (ziii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Court of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any state or federal court located in the State of Washington or any Washington state courtDelaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 5.3 9.07 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.79.05, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable the applicable Law, any claim that (x) the Action suit, action or proceeding in such court is brought in an inconvenient forum, forum or (y) the venue of such Action suit, action or proceeding is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State of Washington or any Washington state court. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 5.3 9.2 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.79.10, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable Law, any claim that (x) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action suit, action or proceeding is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action with respect (i) consents to this Agreement and submit itself to the rights and obligations arising hereunderpersonal jurisdiction of the Delaware Court of Chancery or, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State event (but only in the event) that the Delaware Court of Washington Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware or, in the event (but only in the event) that such United States District Court for the District of Delaware also does not have subject matter jurisdiction over such legal action or proceeding, any Washington Delaware state court. Each of the parties hereto agrees that mailing of process or other papers court sitting in New Castle County, in connection with any matter based upon or arising out of this Agreement or the actions of the parties hereof, (ii) agrees that it will not attempt to deny or defeat such Action personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement in any court other than the manner provided in Section 5.3 or in such other manner courts of the State of Delaware, as may be permitted by Applicable Law, will be valid and sufficient service thereofdescribed above. Each of the parties hereto hereby irrevocably submits with regard to agrees that service of any such Action for itself and in respect of its propertyprocess, generally and unconditionallysummons, notice or document by U.S. registered mail to the personal jurisdiction addresses set forth in Annex I shall be effective service of the aforesaid courts and agrees that it will not bring process for any Action relating suit or proceeding in connection with this Agreement. Each party to this Agreement or any of the Transactions in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve process in accordance with this Section 5.77.9, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable applicable Law, that the suit, action or proceeding in any claim that (x) the Action in such court is brought in an inconvenient forum, (y) that the venue of such Action suit, action or proceeding is improper, or (z) that this Agreement, or the subject matter hereof, may not be enforced in or by such courtscourts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which a party hereto is entitled pursuant to the final judgment of any court having jurisdiction. Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Laws of the State of Delaware and of the United States of America; provided, that each such party’s consent to jurisdiction and service contained in this Section 7.9 is solely for the purpose referred to in this Section 7.9 and shall not be deemed to be a general submission to said courts or in the State of Delaware other than for such purpose.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall will be brought and determined exclusively in any federal court located in the Court of Chancery of the State of Washington Delaware or any Washington state courtthe United States District Court for the District of Delaware. Each of the parties hereto agrees that mailing Mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 5.3 10.07 or in such other manner as may be permitted by Applicable applicable Law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees will not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (ia) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.710.05, (iib) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in any such courts court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iiic) to the fullest extent permitted by Applicable applicable Law, any claim that (xi) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (yii) the venue of such Action suit, action or proceeding is improper, or (ziii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any Action legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in any federal court located in the State United States District Court for the Southern District of Washington or any Washington state courtNew York. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action action or proceeding in the manner provided in Section 5.3 8.07 or in such other manner as may be permitted by Applicable Lawapplicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.78.05, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by Applicable the applicable Law, any claim that (x) the Action suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action suit, action or proceeding is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction. Each By execution and delivery of the parties hereto this Agreement, each Party irrevocably agrees that any Action Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party Party hereto or its successors or assigns shall assigns, will be brought and determined exclusively in the Delaware Court of Chancery and any federal state appellate court located in therefrom within the State of Washington Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or any Washington state courtfederal court within the State of Delaware). Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.3 or in such other manner as may be permitted by Applicable Law, will be valid and sufficient service thereof. Each of the parties hereto Parties hereby irrevocably submits with regard to any such Action Proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action action relating to this Agreement or any of the Transactions transactions contemplated hereby in any court or tribunal other than the aforesaid courts. Each of the parties hereto Parties hereby irrevocably waives, and agrees not to assert, by way of motion, assert as a defense, counterclaim or otherwise, in any Action Proceeding with respect to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.77(n), (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by Applicable the applicable Law, any claim that (x) the Action Proceeding in such court is brought in an inconvenient forum, (y) the venue of such Action Proceeding is improper, improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.