Common use of Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc Clause in Contracts

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (i) In any litigation in any court with respect to, in connection with, or arising out of this Agreement or any instrument or document delivered pursuant to this Agreement, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between the Collateral Agent and the Lenders or any Lender, then each Lender, to the fullest extent it may legally do so, (A) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal or state procedural laws, be interposed, pleaded or alleged in any other action; and (B) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH LENDER AGREES THAT THIS SECTION 11(c) IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE THAT THE COLLATERAL AGENT WOULD NOT ENTER THIS AGREEMENT IF THIS SECTION 11(c) WERE NOT PART OF THIS AGREEMENT.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (i) In any litigation in any court with respect to, in connection with, or arising out of this Agreement or any instrument or document delivered pursuant to this Agreement, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between the Collateral Agent and the Lenders or any Lender, then each Lender, to the fullest extent it may legally do so, (Ai) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal or state procedural laws, be interposed, pleaded or alleged in any other action; and (Bii) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH LENDER AGREES THAT THIS SECTION 11(c) IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE THAT THE COLLATERAL AGENT WOULD NOT ENTER THIS AGREEMENT IF THIS SECTION 11(c) WERE NOT PART OF THIS AGREEMENT.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (i) In any litigation in any court with respect to, in connection with, or arising out of this Agreement or any instrument or document delivered pursuant to this Agreement, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between the Collateral Agent and the Lenders or any Lender, then each Lender, to the fullest extent it may legally do so, (A) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal or state procedural laws, be interposed, pleaded or alleged in any other action; and (B) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH LENDER AGREES THAT THIS SECTION 11(c12(c) IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE THAT THE COLLATERAL AGENT WOULD NOT ENTER THIS AGREEMENT IF THIS SECTION 11(c12(c) WERE NOT PART OF THIS AGREEMENT.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (ia) In any litigation in any court with respect to, in connection with, or arising out of this Agreement Guaranty, or any other Loan Document or any instrument or document delivered pursuant to this AgreementGuaranty, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between any Guarantor on the Collateral one hand and any one or more of the Secured Parties or the Agent and on the Lenders or any Lenderother hand, then each LenderEACH GUARANTOR HEREBY, to the fullest extent it may legally effectively do so, (Ai) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal Federal or state State procedural laws, be interposed, pleaded or alleged in any other action; action and (Bii) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH LENDER GUARANTOR AGREES THAT THIS SECTION 11(c) PARAGRAPH 16 IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT GUARANTY AND ACKNOWLEDGE ACKNOWLEDGES THAT THE COLLATERAL AGENT SECURED PARTIES WOULD NOT ENTER THIS EXTEND ANY FINANCIAL ACCOMMODATIONS TO THE COMPANY OR ANY OTHER BORROWER UNDER THE CREDIT AGREEMENT IF THIS SECTION 11(c) PARAGRAPH 16 WERE NOT PART OF THIS AGREEMENTGUARANTY.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (ia) In any litigation in any court with respect to, in connection with, or arising out of this Agreement or any instrument or document delivered pursuant to this Agreement, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between the Collateral Agent Company and the Lenders or any Lender, then each Lender, the parties to the fullest extent it they may legally do so, (Ai) waives waive the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal or state procedural laws, be interposed, pleaded or alleged in any other action; action and (Bii) WAIVES WAIVE TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGESLITIGATION. EACH LENDER THE COMPANY AGREES THAT THIS SECTION 11(c7.14(a) IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE ACKNOWLEDGES THAT THE COLLATERAL AGENT LENDER WOULD NOT ENTER THIS AGREEMENT EXTEND ANY CREDIT TO THE COMPANY IF THIS SECTION 11(c7.14(a) WERE NOT PART OF THIS AGREEMENT.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (i) In any litigation in any court with respect to, in connection with, or arising out of this Agreement or any instrument or document delivered pursuant to this Agreement, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between the Collateral Agent and the Lenders or any Lender, then each Lender, to the fullest extent it may legally do so, (A) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal or state procedural laws, be interposed, pleaded or alleged in any other action; and (B) parties hereto WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH LENDER AGREES THAT THIS SECTION 11(c) 6 IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE THAT THE COLLATERAL AGENT OTHER PARTY WOULD NOT ENTER THIS AGREEMENT IF THIS SECTION 11(c) 6 WERE NOT PART OF THIS AGREEMENT. Each party irrevocably consents to the exclusive jurisdiction of any State or Federal Court located within the County of New York, State of New York, in connection with any action or proceeding arising out of or relating to this Agreement or any document or instrument delivered pursuant to this Agreement or otherwise. In any such litigation, each party waives, to the fullest extent it may effectively do so, personal service of any summons, complaint or other process and agree that the service thereof may be made by certified or registered mail directed to such party at its address for notice determined in accordance with this Section 6. Each party hereby waives, to the fullest extent it may effectively do so, the defenses of forum non conveniens and improper venue.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (i) In any litigation in any court with respect to, in connection with, or arising out of this Agreement or any instrument or document delivered pursuant to this Agreement, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between the Collateral Agent and the Lenders or any Lender, then each Lender, to the fullest extent it may legally do so, (A) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal or state procedural laws, be interposed, pleaded or alleged in any other action; and (B) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH LENDER AGREES THAT THIS SECTION 11(c) IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE ACKNOWLEDGES THAT THE COLLATERAL AGENT WOULD NOT ENTER THIS AGREEMENT IF THIS SECTION 11(c) WERE NOT PART OF THIS AGREEMENT.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (ia) In any litigation in any court with respect to, in connection with, or arising out of this Agreement Guaranty, or any other Loan Document or any instrument or document delivered pursuant to this AgreementGuaranty, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between the Collateral Guarantor on the one hand and any one or more of the Secured Parties or the Agent and on the Lenders or any Lenderother hand, then each LenderTHE GUARANTOR HEREBY, to the fullest extent it may legally effectively do so, (Ai) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal Federal or state State procedural laws, be interposed, pleaded or alleged in any other action; action and (Bii) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH LENDER THE GUARANTOR AGREES THAT THIS SECTION 11(c) PARAGRAPH 16 IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT GUARANTY AND ACKNOWLEDGE ACKNOWLEDGES THAT THE COLLATERAL AGENT SECURED PARTIES WOULD NOT ENTER THIS EXTEND ANY FINANCIAL ACCOMMODATIONS TO THE COMPANY OR ANY OTHER BORROWER UNDER THE CREDIT AGREEMENT IF THIS SECTION 11(c) PARAGRAPH 16 WERE NOT PART OF THIS AGREEMENTGUARANTY.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (i) 21.1 In any litigation in any court with respect to, in connection with, or arising out of this Agreement Security Agreement, the Collateral, or any other Senior Finance Document or any instrument or document delivered pursuant to this Security Agreement, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between any Debtor, on the Collateral Agent one hand and the Lenders Beneficiaries or any Lenderthe Security Trustee, then each Lenderon the other hand, such Debtor, to the fullest extent it may legally effectively do so, (Ai) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal Federal or state State procedural laws, be interposed, pleaded or alleged in any other action; action and (Bii) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGESLITIGATION. EACH LENDER DEBTOR AGREES THAT THIS SECTION 11(c) 21 IS A SPECIFIC AND MATERIAL ASPECT OF THIS SECURITY AGREEMENT AND ACKNOWLEDGE ACKNOWLEDGES THAT THE COLLATERAL AGENT BENEFICIARIES WOULD NOT ENTER THIS EXTEND TO ANY OBLIGORS ANY FACILITIES UNDER THE RELEVANT FACILITIES AGREEMENT OR ANY SERIES OF LIABILITIES UNDER ANY OTHER SENIOR FINANCE DOCUMENT IF THIS SECTION 11(c) 21 WERE NOT PART OF THIS SECURITY AGREEMENT.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (i) In i)In any litigation in any court with respect to, in connection with, or arising out of this Agreement or any instrument or document delivered pursuant to this Agreement, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between the Collateral Agent and the Lenders or any Lender, then each Lender, to the fullest extent it may legally do so, (A) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim crossclaim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claimcrossclaim, unless such setoff, recoupment, counterclaim or cross-claim crossclaim could not, by reason of any applicable federal or state procedural laws, be interposed, pleaded or alleged in any other action; and (B) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH LENDER AGREES THAT THIS SECTION 11(c) IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE THAT THE COLLATERAL AGENT WOULD NOT ENTER THIS AGREEMENT IF THIS SECTION 11(c) WERE NOT PART OF THIS AGREEMENT.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (ia) In any litigation in any court with respect to, in connection with, or arising out of this Agreement Security Agreement, the Collateral, or any other Loan Document or any instrument or document delivered pursuant to this Security Agreement, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between any Debtor on the Collateral Agent one hand and any one or more of the Lenders or any Lenderthe Secured Party on the other hand, then each LenderEACH DEBTOR, to the fullest extent it may legally effectively do so, (Ai) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal Federal or state State procedural laws, be interposed, pleaded or alleged in any other action; action and (Bii) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH LENDER DEBTOR AGREES THAT THIS SECTION 11(c) PARAGRAPH 6 IS A SPECIFIC AND MATERIAL ASPECT OF THIS SECURITY AGREEMENT AND ACKNOWLEDGE ACKNOWLEDGES THAT NO LENDER WOULD EXTEND ANY FINANCIAL ACCOMMODATIONS TO A DEBTOR UNDER THE COLLATERAL AGENT WOULD NOT ENTER THIS LOAN AGREEMENT IF THIS SECTION 11(c) PARAGRAPH 6 WERE NOT PART OF THIS SECURITY AGREEMENT.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (i) In any litigation in any court with respect to, in connection with, or arising out of this Agreement or any instrument or document delivered pursuant to this Agreement, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between the Collateral Security Agent and the Lenders or any Lender, then each Lender, to the fullest extent it may legally do so, (A) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal or state procedural laws, be interposed, pleaded or alleged in any other action; and (B) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH LENDER AGREES THAT THIS SECTION 11(c9(c) IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE THAT THE COLLATERAL SECURITY AGENT WOULD NOT ENTER THIS AGREEMENT IF THIS SECTION 11(c9(c) WERE NOT PART OF THIS AGREEMENT.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (i) In any litigation in any court with respect to, in connection with, or arising out of this Security Agreement and Mortgage, the Collateral, or any other Loan Document or any instrument or document delivered pursuant to this AgreementSecurity Agreement and Mortgage, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between any Grantor on the Collateral one hand and any one or more of the Secured Parties or the Agent and on the Lenders or any Lenderother hand, then each LenderEACH GRANTOR, to the fullest extent it may legally effectively do so, (Ai) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal Federal or state State procedural laws, be interposed, pleaded or alleged in any other action; action and (Bii) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH LENDER GRANTOR AGREES THAT THIS SECTION 11(c) PARAGRAPH 8 IS A SPECIFIC AND MATERIAL ASPECT OF THIS SECURITY AGREEMENT AND ACKNOWLEDGE MORTGAGE AND ACKNOWLEDGES THAT THE COLLATERAL AGENT SECURED PARTIES WOULD NOT ENTER THIS EXTEND TO THE COMPANY OR ANY OTHER BORROWER ANY FINANCIAL ACCOMMODATIONS UNDER THE CREDIT AGREEMENT IF THIS SECTION 11(c) PARAGRAPH 8 WERE NOT PART OF THIS AGREEMENTSECURITY AGREEMENT AND MORTGAGE.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (i) In any litigation in any court with respect to, in connection with, or arising out of this Agreement or any instrument or document delivered pursuant to this Agreement, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between among the Collateral Agent Agent, Senior Lenders and the Junior Lenders or any Lender, then each Senior Lender or Junior Lender, to the fullest extent it may legally do so, (A) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal or state procedural laws, be interposed, pleaded or alleged in any other action; and (B) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH SENIOR LENDER AND JUNIOR LENDER AGREES THAT THIS SECTION 11(c) IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE THAT THE COLLATERAL AGENT WOULD NOT ENTER THIS AGREEMENT IF THIS SECTION 11(c) WERE NOT PART OF THIS AGREEMENT.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (ia) In ------------------------------------------------------------- any litigation in any court with respect to, in connection with, or arising out of this Agreement Guaranty, or any other Loan Document or any instrument or document delivered pursuant to this AgreementGuaranty, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between the Collateral Guarantor on the one hand and any one or more of the Secured Parties or the Agent and on the Lenders or any Lenderother hand, then each LenderTHE GUARANTOR HEREBY, to the fullest extent it may legally effectively do so, (Ai) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal Federal or state State procedural laws, be interposed, pleaded or alleged in any other action; action and (Bii) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH LENDER THE GUARANTOR AGREES THAT THIS SECTION 11(c) PARAGRAPH 16 IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT GUARANTY AND ACKNOWLEDGE ACKNOWLEDGES THAT THE COLLATERAL AGENT SECURED PARTIES WOULD NOT ENTER THIS EXTEND ANY FINANCIAL ACCOMMODATIONS TO THE COMPANY OR ANY OTHER BORROWER UNDER THE CREDIT AGREEMENT IF THIS SECTION 11(c) PARAGRAPH 16 WERE NOT PART OF THIS AGREEMENTGUARANTY.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (i) In any litigation in any court with respect to, in connection with, or arising out of this Agreement or any instrument or document delivered pursuant to this Agreement, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between among the Collateral Agent Agent, Senior Lenders and the Junior Lenders or any Lender, then each LenderSenior Lender or Junior Lenders, to the fullest extent it may legally do so, (A) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal or state procedural laws, be interposed, pleaded or alleged in any other action; and (B) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH SENIOR LENDER AGREES AND JUNIOR LENDERS AGREE THAT THIS SECTION 11(c) IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE THAT THE COLLATERAL AGENT WOULD NOT ENTER THIS AGREEMENT IF THIS SECTION 11(c) WERE NOT PART OF THIS AGREEMENT.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (i) In any litigation in any court with respect to, in connection with, or arising out of this Agreement or any instrument or document delivered pursuant to this Agreement, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between the Collateral Agent and the Lenders or any Lender, then each Lender, to the fullest extent it may legally do so, (Ai) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal or state procedural laws, be interposed, pleaded or alleged in any other action; and (Bii) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH LENDER AGREES THAT THIS SECTION 11(c) IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE ACKNOWLEDGES THAT THE COLLATERAL AGENT WOULD NOT ENTER THIS AGREEMENT IF THIS SECTION 11(c) WERE NOT PART OF THIS AGREEMENT.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (ia) In any litigation in any court with respect to, in connection with, or arising out of this Agreement or any instrument or document delivered pursuant to this Agreement, or the validity, protection, interpretation, collection collection, or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between AquaBounty and Intrexon, the Collateral Agent and the Lenders or any Lender, then each Lenderparties hereby waive, to the fullest extent it they may legally do so, (Ai) waives the right to interpose any setoff, recoupment, counterclaim counterclaim, or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim counterclaim, or cross-claim, unless such setoff, recoupment, counterclaim counterclaim, or cross-claim could not, by reason of any applicable federal or state procedural laws, be interposed, pleaded pleaded, or alleged in any other action; action and (Bii) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGESLITIGATION. EACH LENDER AQUABOUNTY AGREES THAT THIS SECTION 11(c7.14(a) IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE ACKNOWLEDGES THAT THE COLLATERAL AGENT INTREXON WOULD NOT ENTER THIS AGREEMENT EXTEND ANY CREDIT TO AQUABOUNTY IF THIS SECTION 11(c7.14(a) WERE NOT PART OF THIS AGREEMENT.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (i) In any litigation in any court with respect to, in connection with, or arising out of this Agreement or any instrument or document delivered pursuant to this Agreement, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between the Collateral Agent and the Lenders or any Lender, then each Lender, to the fullest extent it may legally do so, (A) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal or state procedural laws, be interposed, pleaded or alleged in any other action; and (B) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH LENDER AGREES THAT THIS SECTION 11(c11(d) IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE THAT THE COLLATERAL AGENT WOULD NOT ENTER THIS AGREEMENT IF THIS SECTION 11(c11(d) WERE NOT PART OF THIS AGREEMENT.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (ia) In any litigation in any court with respect to, in connection with, or arising out of this Agreement or any instrument or document delivered pursuant to this Agreement, or the validity, protection, interpretation, collection collection, or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between AquaBounty and Intrexon, the Collateral Agent and the Lenders or any Lender, then each Lenderparties hereby waive, to the fullest extent it they may legally do so, (Ai) waives the right to interpose any setoff, recoupment, counterclaim counterclaim, or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim counterclaim, or cross-claim, unless such setoff, recoupment, counterclaim counterclaim, or cross-claim could not, by reason of any applicable federal or state procedural laws, be interposed, pleaded pleaded, or alleged in any other action; action and (Bii) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGESLITIGATION. EACH LENDER AQUABOUNTY AGREES THAT THIS SECTION 11(c9.13(A) IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE ACKNOWLEDGES THAT THE COLLATERAL AGENT INTREXON WOULD NOT ENTER THIS AGREEMENT EXTEND ANY CREDIT TO AQUABOUNTY IF THIS SECTION 11(c9.13(A) WERE NOT PART OF THIS AGREEMENT.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (ia) In any litigation in any court with respect to, in connection with, or arising out of this Agreement Pledge Agreement, the Pledged Collateral, or any other Loan Document or any instrument or document delivered pursuant to this Pledge Agreement, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between any Pledgor on the Collateral one hand and any one or more of the Secured Parties or the Agent and on the Lenders or any Lenderother hand, then each LenderEACH PLEDGOR, to the fullest extent it may legally effectively do so, (Ai) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal Federal or state State procedural laws, be interposed, pleaded or alleged in any other action; action and (Bii) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH LENDER PLEDGOR AGREES THAT THIS SECTION 11(c) PARAGRAPH 16 IS A SPECIFIC AND MATERIAL ASPECT OF THIS PLEDGE AGREEMENT AND ACKNOWLEDGE ACKNOWLEDGES THAT THE COLLATERAL AGENT SECURED PARTIES WOULD NOT ENTER THIS EXTEND TO THE COMPANY OR ANY OTHER BORROWER ANY FINANCIAL ACCOMMODATIONS UNDER THE CREDIT AGREEMENT IF THIS SECTION 11(c) PARAGRAPH 16 WERE NOT PART OF THIS PLEDGE AGREEMENT.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (i) In any litigation in any court with respect to, in connection with, or arising out of this Agreement Security Agreement, the Collateral, or any other Loan Document or any instrument or document delivered pursuant to this Security Agreement, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between any Grantor on the Collateral one hand and any one or more of the Secured Parties, or the Agent and on the Lenders or any Lenderother hand, then each LenderEACH GRANTOR, to the fullest extent it may legally effectively do so, (Ai) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal Federal or state State procedural laws, be interposed, pleaded or alleged in any other action; action and (Bii) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH LENDER GRANTOR AGREES THAT THIS SECTION 11(c) PARAGRAPH 16 IS A SPECIFIC AND MATERIAL ASPECT OF THIS SECURITY AGREEMENT AND ACKNOWLEDGE ACKNOWLEDGES THAT THE COLLATERAL AGENT SECURED PARTIES WOULD NOT ENTER THIS EXTEND TO THE COMPANY OR ANY OTHER BORROWER ANY FINANCIAL ACCOMMODATIONS UNDER THE CREDIT AGREEMENT IF THIS SECTION 11(c) PARAGRAPH 16 WERE NOT PART OF THIS SECURITY AGREEMENT.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (i) In any litigation in any court with respect to, in connection with, or arising out of this Agreement or any instrument or document delivered pursuant to this Agreement, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between the Collateral Agent and the Lenders or any Lender, then each Lender, to the fullest extent it may legally do so, (Ai) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal or state procedural laws, be interposed, pleaded or alleged in any other action; and (Bii) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH LENDER AGREES THAT THIS SECTION 11(c11(C) IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE THAT THE COLLATERAL AGENT WOULD NOT ENTER THIS AGREEMENT IF THIS SECTION 11(c11(C) WERE NOT PART OF THIS AGREEMENT.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (i) In any litigation in any court with respect to, in connection with, or arising out of this Agreement or any instrument or document delivered pursuant to this Agreement, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between the Collateral Agent and the Lenders or any Lender, then each Lender, to the fullest extent it may legally do so, (A) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal or state procedural laws, be interposed, pleaded or alleged in any other action; and (B) parties hereto WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH LENDER INVESTOR AGREES THAT THIS SECTION 11(c) 5 IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE THAT THE COLLATERAL AGENT OTHER PARTY WOULD NOT ENTER THIS AGREEMENT IF THIS SECTION 11(c) 5 WERE NOT PART OF THIS AGREEMENT. Each party irrevocably consents to the exclusive jurisdiction of any State or Federal Court located within the County of Orange, State of California, in connection with any action or proceeding arising out of or relating to this Agreement or any document or instrument delivered pursuant to this Agreement or otherwise. In any such litigation, each party waives, to the fullest extent it may effectively do so, personal service of any summons, complaint or other process and agree that the service thereof may be made by certified or registered mail directed to such party at its address for notice determined in accordance with this Section 5. Each party hereby waives, to the fullest extent it may effectively do so, the defenses of forum non conveniens and improper venue.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (i1) In any litigation in any court with respect to, in connection with, or arising out of this Agreement Agreement, the Collateral, the Class 4 Note or any of the Subsidiaries Guaranties or any instrument or document delivered pursuant to this Agreement, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between the Collateral Agent Grantor on the one hand and the Lenders or any LenderCollateral Trustee on the other hand, then each Lenderthe Grantor, to the fullest extent it may legally effectively do so, (Ai) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal Federal or state State procedural laws, be interposed, pleaded or alleged in any other action; action and (Bii) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH LENDER THE GRANTOR AGREES THAT THIS SECTION 11(c11(f) IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE ACKNOWLEDGES THAT THE COLLATERAL AGENT TRUSTEE ON BEHALF OF THE HOLDERS OF ALLOWED GENERAL UNSECURED CLAIMS WOULD NOT ENTER INTO THIS AGREEMENT IF THIS SECTION 11(c11(f) WERE NOT PART OF THIS AGREEMENT.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (i) In any litigation in any court with respect to, in connection with, or arising out of this Agreement or any instrument or document delivered pursuant to this Agreement, or the validity, protection, interpretation, collection or enforcement hereof or thereof, ; or any other claim or dispute howsoever arising, between the Collateral Agent and the Lenders or any Lender, then each Lender, to the fullest extent it may legally do so, (A) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal or state procedural laws, be interposed, pleaded or alleged in any other action; and (B) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH LENDER AGREES THAT THIS SECTION 11(c) IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE THAT THE COLLATERAL AGENT WOULD NOT ENTER THIS AGREEMENT IF THIS SECTION 11(c) WERE NOT PART OF THIS AGREEMENT.

Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc. (i) In any litigation in any court with respect to, in connection with, or arising out of this Agreement or any instrument or document delivered pursuant to this Agreement, or the validity, protection, interpretation, collection or enforcement hereof or thereof, or any other claim or dispute howsoever arising, between the Collateral Agent and the Lenders or any Lender, then each Lender, to the fullest extent it may legally do so, (A) waives the right to interpose any setoff, recoupment, counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, recoupment, counterclaim or cross-claim, unless such setoff, recoupment, counterclaim or cross-claim could not, by reason of any applicable federal or state procedural laws, be interposed, pleaded or alleged in any other action; and (B) WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH LENDER AGREES THAT THIS SECTION 11(c) IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE THAT THE COLLATERAL AGENT WOULD NOT ENTER THIS AGREEMENT IF THIS SECTION 11(c) WERE NOT PART OF THIS AGREEMENT.