Common use of Consent to Jurisdiction Clause in Contracts

Consent to Jurisdiction. Each of the Parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the Parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Consent to Jurisdiction. Each of the Parties parties hereto (ia) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement action or proceeding relating to the transactions contemplated herebyby this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will 11.9 shall affect the right of any Party party to serve legal process in any other manner permitted by applicable Law; (iib) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding action or proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or 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, or for recognition and enforcement of any judgment in respect thereof; (iiic) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (ivd) agrees that any Legal Proceeding actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen CourtsCourt of Chancery of the State of Delaware (or, only 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); (ve) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding action or proceeding in the Chosen Courts any such court or that such Legal Proceeding action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vif) agrees that it shall will not bring any Legal Proceeding action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtsaforesaid courts. Each of Parent, Acquisition Sub and the Parties Company agrees that a final judgment in any Legal Proceeding action or proceeding in the Chosen Courts will such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawlaw.

Consent to Jurisdiction. Each of the Parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside parties agrees that all actions, suits or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding proceedings arising out of or based upon this Agreement or the transactions contemplated hereby, for subject matter hereof shall be brought and on behalf of itself or any of its properties or assets, maintained exclusively in accordance with Section 15 or in such other manner as may be permitted by applicable Law, the federal and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery state courts of the State of Delaware New York. Each of the parties hereto by execution hereof (i) hereby irrevocably submits to the jurisdiction of the federal and any state appellate court therefrom within courts in the State of Delaware (orNew York for the purpose of any action, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state suit or federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated hereby; subject matter hereof and (iiiii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court extent not prohibited by applicable law, and agrees not to plead assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim the same; and (vi) agrees that it shall is not bring subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any Legal Proceeding relating such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to this Agreement any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or the transactions contemplated hereby proceeding in any court other than one of the Chosen Courtsabove-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts. Each of the Parties parties hereto hereby consents to service of process in any such suit, action or proceeding in any manner permitted by the laws of the State of New York, agrees that service of process by registered or certified mail, return receipt requested, at the address specified in or pursuant to Section 12 is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a final judgment defense or otherwise, in any Legal Proceeding such action, suit or proceeding any claim that service of process made in accordance with Section 12 does not constitute good and sufficient service of process. The provisions of this Section 7(b) shall not restrict the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or ability of any party to enforce in any other manner provided by applicable Lawcourt any judgment obtained in a federal or state court of the State of New York.

Consent to Jurisdiction. Each of the Parties party to this Agreement, by its execution hereof, (ia) hereby irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim, in whole or in part, arising out of, related to, based upon or in connection with this Agreement or the transactions contemplated hereby subject matter hereof shall be brought, tried and determined brought only in the Chosen Courts; courts of the State Courts of the State of New York, New York County or the United States District Court located in the State of New York, New York County, (vb) hereby waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court extent not prohibited by applicable Law, and agrees not to plead assert, by way of motion, as a defense or otherwise, in any such action, any claim the same; and (vi) agrees that it shall is not bring subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any Legal Proceeding relating such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the transactions contemplated subject matter hereof may not be enforced in or by such court and (c) hereby in agrees not to commence any such action 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 to any court other than one of the Chosen Courtsabove-named courts whether on the grounds of forum non conveniens or otherwise. Each party hereby (i) consents to service of the Parties process in any such action in any manner permitted by New York law, (ii) agrees that a final judgment service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 5.3, shall constitute good and valid service of process in any Legal Proceeding in the Chosen Courts will be conclusive such action, and may be enforced in other jurisdictions (iii) waives and agrees not to assert (by suit on the judgment way of motion, as a defense, or otherwise) in any other manner provided by applicable Lawsuch action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

Consent to Jurisdiction. Each of The Company and the Parties (i) Guarantor each ----------------------- irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial nonexclusive jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery court of the State of Delaware New York or any United States Federal court sitting, in each case, in the Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees thereof in any suit, action or proceeding that any Legal Proceeding arising may be brought in connection with this Agreement Indenture, the Securities or the transactions contemplated hereby shall be broughtGuarantees, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have immunity from the jurisdiction of such courts. The Company and the Guarantor each irrevocably waives, to the venue of fullest extent permitted by law, any objection to any such Legal Proceeding suit, action or proceeding that may be brought in such courts whether on the Chosen Courts grounds of venue, residence or domicile or on the ground that any such Legal Proceeding was suit, action or proceeding has been brought in an inconvenient court forum. The Company and agrees not the Guarantor each agrees, to plead or claim the same; and (vi) agrees fullest extent that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the Parties agrees lawfully may do so, that a final judgment in any Legal Proceeding such suit, action or proceeding brought in the Chosen Courts will such a court shall be conclusive and binding upon the Company or the Guarantor, as the case may be enforced be, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in other jurisdictions by suit the Jurisdiction of Incorporation of judgments validly obtained in any such court in New York on the judgment basis of such suit, action or in proceeding; provided, however, that the Company or the Guarantor does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment, (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration of, any such judgment, or (iii) any other manner provided by applicable Lawright or remedy of the Company or the Guarantor to the extent not expressly waived in accordance with this Section 115.

Consent to Jurisdiction. Each of the Parties parties hereto (ia) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement action or proceeding relating to the transactions contemplated herebyby this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 10.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will 10.10 shall affect the right of any Party party to serve legal process in any other manner permitted by applicable Law; (iib) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding action or proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within 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 or 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, or for recognition and enforcement of any judgment in respect thereof; (iiic) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (ivd) agrees that any Legal Proceeding actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen CourtsCourt 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); (ve) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding action or proceeding in the Chosen Courts any such court or that such Legal Proceeding action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vif) agrees that it shall will not bring any Legal Proceeding action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtsaforesaid courts. Each of Parent, Acquisition Sub and the Parties Company agrees that a final judgment in any Legal Proceeding action or proceeding in the Chosen Courts will such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Consent to Jurisdiction. Each of the Parties (i) The Borrower irrevocably consents submits to the service of the summons and complaint and any other process (whether inside or outside the territorial non-exclusive jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery courts of the State of Delaware New York, New York County and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery courts of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”) US located in the event that any dispute or controversy arises out Southern District of this Agreement or the transactions contemplated hereby; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) New York and agrees that any Legal Proceeding legal action, suit or proceeding arising in connection with this Agreement out of or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or any of the transactions contemplated hereby other Credit Documents may be brought against such party in any court other than such courts. Final judgment against the Chosen Courts. Each of the Parties agrees that a final judgment Borrower in any Legal Proceeding in the Chosen Courts will such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction by suit on the judgment judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Section 8.11 shall affect the right of the Administrative Agent or any Lender to commence legal proceedings or otherwise xxx the Borrower in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the Borrower in any manner authorized by the laws of any such jurisdiction. The Borrower agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The Borrower irrevocably waives to the fullest extent permitted by applicable Lawlaw (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 any such 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 US; (d) any immunity which it or its assets may have in respect of its obligations under this Agreement or any other Credit Document from any suit, execution, attachment (whether 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 moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Agreement or any other Credit Document to post security for the costs of the Borrower or to post a bond or to take similar action.

Consent to Jurisdiction. Each Guarantor and the Lender each irrevocably submits generally and unconditionally for itself and in respect of the Parties (i) irrevocably consents its property to the service of the summons and complaint and any other process (whether inside or outside the territorial nonexclusive jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or federal court within sitting in the State of Delaware) (the “Chosen Courts”) in the event that New York over any dispute suit, action or controversy arises proceeding arising out of of, or relating to, this Agreement or the transactions contemplated hereby; (iii) Guaranty, and irrevocably agrees that it shall not attempt to deny all claims in respect of such action or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall proceeding may be brought, tried heard and determined only in such state or federal court. Guarantor and the Chosen Courts; (v) waives Lender each irrevocably waives, to the fullest extent permitted by law, any objection that it they may now or hereafter have to the laying of venue of any such Legal Proceeding suit, action or proceeding brought in the Chosen Courts any such court, and any claims that any such suit, action or that such Legal Proceeding was proceeding is brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtsforum. Each of the Parties agrees that a final Final judgment in any Legal Proceeding such suit, action or proceeding brought in the Chosen Courts will any such court shall be conclusive and binding upon each such party and may be enforced in other jurisdictions any court in which they are subject to jurisdiction, by a suit on upon such judgment provided that service of process is effected upon Guarantor as provided in the judgment Loan Documents or in any other manner provided as otherwise permitted by applicable LawLegal Requirements. Guarantor hereby releases, to the extent permitted by applicable Legal Requirements, all errors and all rights of exemption, appeal, stay of execution, inquisition, and other rights to which Guarantor may otherwise be entitled under the laws of the United States of America or of any state of possession of the United States of America now in force and which may hereinafter be enacted. The authority and power to appear for and enter judgment against Guarantor shall not be exhausted by one or more exercises thereof or by any imperfect exercise thereof and shall not be extinguished by any judgment entered pursuant thereto. Such authority may be exercised on one or more occasions or from time to time in the same or different jurisdiction as often as Lender shall deem necessary and desirable, for all of which this Guaranty shall be sufficient warrant.

Consent to Jurisdiction. Each of the Parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside parties agrees that all actions, suits or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding proceedings arising out of or based upon this Agreement or the transactions contemplated hereby, for subject matter hereof shall be brought and on behalf of itself or any of its properties or assets, maintained exclusively in accordance with Section 15 or in such other manner as may be permitted by applicable Law, the federal and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery state courts of the State of Delaware New York. Each of the parties hereto by execution hereof (i) hereby irrevocably submits to the jurisdiction of the federal and any state appellate court therefrom within courts in the State of Delaware (orNew York for the purpose of any action, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state suit or federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated hereby; subject matter hereof and (iiiii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court extent not prohibited by applicable law, and agrees not to plead assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim the same; and (vi) agrees that it shall is not bring subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any Legal Proceeding relating such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to this Agreement any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or the transactions contemplated hereby proceeding in any court other than one of the Chosen Courtsabove-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts. Each of the Parties parties hereto hereby consents to service of process in any such suit, action or proceeding in any manner permitted by the laws of the State of New York, agrees that service of process by registered or certified mail, return receipt requested, at the address specified in or pursuant to Section 10 is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a final judgment defense or otherwise, in any Legal Proceeding such action, suit or proceeding any claim that service of process made in accordance with Section 10 does not constitute good and sufficient service of process. The provisions of this Section 7(b) shall not restrict the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or ability of any party to enforce in any other manner provided by applicable Lawcourt any judgment obtained in a federal or state court of the State of New York.

Consent to Jurisdiction. Each of the Parties party to this Agreement, by its execution hereof, (ia) hereby irrevocably consents submits to the service of the summons and complaint and any other process (whether inside or outside the territorial non-exclusive jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery State Courts of the State of Delaware and any state appellate court therefrom within New York, New York County or the United States District Court located in the State of Delaware (orNew York, if New York County for the Court purpose of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterany and all actions, any state suits or federal court within the State of Delaware) (the “Chosen Courts”) proceedings arising in the event that any dispute whole or controversy arises in part out of this Agreement of, related to, based upon or the transactions contemplated hereby; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated subject matter hereof, (b) hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court extent not prohibited by Applicable Law, and agrees not to plead assert, by way of motion, as a defense or otherwise, in any such action, any claim the same; and (vi) agrees that it shall is not bring subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any Legal Proceeding relating such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the transactions contemplated subject matter hereof may not be enforced in or by such court and (c) hereby in agrees not to commence any such action 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 to any court other than one of the Chosen Courtsabove-named courts whether on the grounds of inconvenient forum or otherwise. Each party hereby (i) consents to service of the Parties process in any such action in any manner permitted by New York law; (ii) agrees that a final judgment service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 18, shall constitute good and valid service of process in any Legal Proceeding in the Chosen Courts will be conclusive such action and may be enforced in other jurisdictions (iii) waives and agrees not to assert (by suit on the judgment way of motion, as a defense, or otherwise) in any other manner provided by applicable Lawsuch action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

Consent to Jurisdiction. Each In the event of any dispute, controversy or claim between the Presidential Life Companies and the Participant in any way concerning, arising out of or relating to the Plan or this Agreement (a “Dispute”), including without limitation any Dispute concerning, arising out of or relating to the interpretation, application or enforcement of the Parties Plan or this Agreement, the parties hereby (ia) irrevocably consents agree and consent to the service of the summons and complaint and any other process (whether inside or outside the territorial personal jurisdiction of the Chosen Courtscourts of the State of New York located in New York County and/or the Federal courts of the United States of America located in the Southern District of New York (collectively, the “Agreed Venue”) for resolution of any such Dispute, (b) agree that those courts in the Agreed Venue, and only those courts, shall have exclusive jurisdiction to determine any Legal Proceeding Dispute, including any appeal, and (c) agree that any cause of action arising out of this Agreement or shall be deemed to have arisen from a transaction of business in the transactions contemplated hereby, for and on behalf State of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(bNew York. The parties also hereby irrevocably (i) will affect submit to the right jurisdiction of any Party to serve legal process competent court in any other manner permitted by applicable Law; the Agreed Venue (and of the appropriate appellate courts therefrom), (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general fullest extent permitted by law, waive any and all defenses the parties may have on the grounds of lack of jurisdiction of the Court of Chancery of the State of Delaware any such court 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it such parties may now or hereafter have to the laying of the venue of any such Legal Proceeding suit, action or proceeding in the Chosen Courts any such court (including without limitation any defense that any such suit, action or that proceeding brought in any such Legal Proceeding was court has been brought in an inconvenient court and agrees not to plead or claim the same; forum), and (viiii) agrees that it shall not bring any Legal Proceeding relating consent to this Agreement or the transactions contemplated hereby service of process in any court other than such suit, action or proceeding, anywhere in the Chosen Courts. Each world, whether within or without the jurisdiction of the Parties agrees that a final judgment any such court, in any Legal Proceeding manner provided by applicable law. Any action for enforcement or recognition of any judgment obtained in connection with a Dispute may enforced in any competent court in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment Agreed Venue or in any other manner provided by applicable Lawcourt of competent jurisdiction.

Consent to Jurisdiction. Each of the Parties (i) parties to this Guaranty Agreement irrevocably consents submits to the service of the summons and complaint and any other process (whether inside or outside the territorial non-exclusive jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery courts of the State of Delaware New York and any state appellate court therefrom within the courts of the United States of America located in the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) New York and agrees that any Legal Proceeding legal action, suit or proceeding arising in connection with this Agreement out of or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have relating to the venue of Guaranty Agreement may be brought against such party in any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring courts. Final judgment against any Legal Proceeding relating to this Agreement or the transactions contemplated hereby party in any court other than the Chosen Courts. Each of the Parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction by suit on the judgment judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by applicable any Requirement of Law. Nothing in this Section 21 shall affect the right of any party to commence legal proceedings or otherwise xxx any other party in any 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 any Requirement of Law of any such jurisdiction. Each of the parties to this Guaranty Agreement agrees that process served either personally or by registered mail shall, to the extent permitted by any Requirement of Law, constitute adequate service of process in any such suit. Each of the parties to this Guaranty Agreement irrevocably waives to the fullest extent permitted by any Requirement of 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 any such 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 any Guaranty Document from any suit, execution, attachment (whether 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 moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with the Guaranty Agreement to post security for the costs of any party or to post a bond or to take similar action.

Consent to Jurisdiction. Each of the Parties (i) irrevocably consents to the service of the summons The Borrowers and complaint and any each other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Credit Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; (iii) agrees that it shall will not attempt to deny commence any action, litigation or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue proceeding of any such Legal Proceeding kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Agent, any Lender or any Related Party of the Chosen Courts or that such Legal Proceeding was brought foregoing in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding way relating to this Agreement or any other Credit Document or the transactions contemplated hereby relating hereto or thereto (other than as expressly provided in any court Cayman Collateral Document, Dutch Collateral Document, Hong Kong Collateral Document, Luxembourg Collateral Document or any other Credit Document), in any forum other than the Chosen Courtscourts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the Parties parties hereto agrees that a final judgment in any Legal Proceeding in the Chosen Courts will such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Credit Document shall affect any right that each Agent, any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against any Credit Party or its properties in the courts of any jurisdiction. Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable Lawlaw, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Credit Document in any court referred to herein. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 10.1. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Consent to Jurisdiction. Each of the Parties (i) parties to this Agreement irrevocably consents submits to the service of the summons and complaint and any other process (whether inside or outside the territorial non-exclusive jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery courts of the State of Delaware New York and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery courts of the State United States of Delaware declines to accept jurisdiction over a particular matterAmerica located in New York, any state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) New York and agrees that any Legal Proceeding legal action, suit or proceeding arising in connection with this Agreement out of or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or any of the transactions contemplated hereby other Credit Documents may be brought against such party in any court other than the Chosen Courtssuch courts. Each of the Parties agrees that a final Final judgment against any party in any Legal Proceeding in the Chosen Courts will such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction by suit on the judgment judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Section 8.12 shall affect the right of any party to commence legal proceedings or otherwise xxx any other party in any 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 laws of any such jurisdiction. The Borrower agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitutes adequate service of process in any such suit. Each of the parties to this Agreement irrevocably waives to the fullest extent permitted by applicable LawGovernmental Rules (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 any such 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 Agreement or any other Credit Document from any suit, execution, attachment (whether 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 moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Agreement or any other Credit Document to post security for the costs of any party or to post a bond or to take similar action.

Consent to Jurisdiction. Each In the event of any dispute, controversy, or claim between the Company or any affiliate and the Participant in any way concerning, arising out of or relating to the Plan or this Agreement (a “Dispute”), including without limitation any Dispute concerning, arising out of, or relating to the interpretation, application, or enforcement of the Parties Plan or this Agreement, the parties hereby (ia) irrevocably consents agree and consent to the service of the summons and complaint and any other process (whether inside or outside the territorial personal jurisdiction of the Chosen Courtscourts of the State of New York located in New York County and/or the Federal Courts of the United States of America located in the Southern District of New York (collectively, the “Agreed Venue”) for resolution of any such Dispute, (b) agree that those courts in the Agreed Venue, and only those courts, shall have exclusive jurisdiction to determine any Legal Proceeding Dispute, including any appeal, and (c) agree that any cause of action arising out of this Agreement or shall be deemed to have arisen from a transaction of business in the transactions contemplated hereby, for and on behalf State of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(bNew York. The parties also hereby irrevocably (i) will affect submit to the right jurisdiction of any Party to serve legal process competent court in any other manner permitted by applicable Law; the Agreed Venue (and of the appropriate appellate courts therefrom), (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general fullest extent permitted by law, waive any and all defenses the parties may have on the grounds of lack of jurisdiction of the Court of Chancery of the State of Delaware any such court 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it such parties may now or hereafter have to the laying of the venue of any such Legal Proceeding suit, action, or proceeding in the Chosen Courts any such court (including without limitation any defense that any such suit, action, or that proceeding brought in any such Legal Proceeding was court has been brought in an inconvenient court and agrees not to plead or claim the same; forum), and (viiii) consent to service of process in any such suit, action, or proceeding anywhere in the world, whether within or without the jurisdiction of any such court, in any manner provided by applicable law. Without limiting the foregoing, each party agrees that it service of process on such party pursuant to a Notice as provided in Section 9 hereof shall not bring be deemed effective service of process on such party. Any action for enforcement or recognition of any Legal Proceeding relating to this Agreement or the transactions contemplated hereby judgment obtained in any court other than the Chosen Courts. Each of the Parties agrees that connection with a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and Dispute may be enforced in other jurisdictions by suit on any competent court in the judgment Agreed Venue or in any other manner provided by applicable Lawcourt of competent jurisdiction.

Consent to Jurisdiction. Each Guarantor irrevocably submits generally and unconditionally for itself and in respect of the Parties (i) irrevocably consents its property to the service of the summons and complaint and any other process (whether inside or outside the territorial nonexclusive jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or federal court within sitting in the State of Delaware) (the “Chosen Courts”) in the event that over any dispute suit, action or controversy arises proceeding arising out of of, or relating to, this Agreement or the transactions contemplated hereby; (iii) Guaranty, and irrevocably agrees that it shall not attempt to deny all claims in respect of such action or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall proceeding may be brought, tried heard and determined only in such state or federal court. Guarantor irrevocably waives, to the Chosen Courts; (v) waives fullest extent permitted by law, any objection that it Guarantor may now or hereafter have to the laying of venue of any such Legal Proceeding suit, action or proceeding brought in the Chosen Courts any such court, and any claims that any such suit, action or that such Legal Proceeding was proceeding is brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtsforum. Each of the Parties agrees that a final Final judgment in any Legal Proceeding such suit, action or proceeding brought in the Chosen Courts will any such court shall be conclusive and binding upon Guarantor and may be enforced in other jurisdictions any court in which Guarantor is subject to jurisdiction, by a suit on upon such judgment provided that service of process is effected upon Guarantor as provided in the judgment Loan Documents or in any other manner provided as otherwise permitted by applicable LawLegal Requirements. Guarantor hereby releases, to the extent permitted by applicable Legal Requirements, all errors and all rights of exemption, appeal, stay of execution, inquisition, and other rights to which Guarantor may otherwise be entitled under the laws of the United States of America or of any state of possession of the United States of America now in force and which may hereinafter be enacted. The authority and power to appear for and enter judgment against Guarantor shall not be exhausted by one or more exercises thereof or by any imperfect exercise thereof and shall not be extinguished by any judgment entered pursuant thereto. Such authority may be exercised on one or more occasions or from time to time in the same or different jurisdiction as often as Lender shall deem necessary and desirable, for all of which this Guaranty shall be sufficient warrant.

Consent to Jurisdiction. Each of the Parties (i) irrevocably consents to the service of the summons Parent, Sponsor and complaint and each Stockholder hereby agrees that any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, for hereby shall be brought and on behalf of itself or any of its properties or assets, determined in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and or, if exclusive jurisdiction over the matter is vested in the federal courts, any state appellate court therefrom within of the United States located in the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or 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; (iii) agrees that it shall not attempt to deny or defeat and each such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it party shall not bring any Legal Proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby in any court other than the Chosen Courts. Each aforesaid courts), and Parent, Sponsor and each Stockholder hereby irrevocably submits with regard to any such Proceeding for himself, herself or itself and in respect to his, her or its property, generally and unconditionally, to the exclusive jurisdiction of the Parties aforesaid courts (it being understood and agreed that any Proceeding arising out of or relating to the Guarantee for Significant Stockholder and the Equity Commitment Letter for Significant Stockholder shall be referred to and finally resolved by arbitration in accordance with the provisions thereof). Parent, Sponsor and each Stockholder hereby irrevocably waives, and agrees that not to assert, by way of motion, as a final judgment defense, counterclaim or otherwise, in any Legal such Proceeding, (i) any claim that he, she or it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) that he, she or it or his, her or its property is exempt or immune from jurisdiction of 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) that (x) such Proceeding in any such court is brought in an inconvenient forum, (y) the Chosen Courts will be conclusive venue of such Proceeding is improper and (z) this Agreement, the transactions contemplated hereby or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable Lawsuch courts.

Consent to Jurisdiction. Each It is the desire and intent of the Parties (i) irrevocably consents to the service of the summons and complaint and parties hereto that any other process (whether inside disputes or outside the territorial jurisdiction of the Chosen Courts) controversies arising under or in any Legal Proceeding arising out of connection with this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, be resolved pursuant to arbitration in accordance with Section 15 8(j); provided, however, that, to the extent that Section 8(j) is held to be invalid or unenforceable for any reason, and the result is that the parties hereto are precluded from resolving any claim arising under or in such other manner as may be permitted by applicable Lawconnection with this Agreement pursuant to the terms of Section 8(j) (after giving effect to the terms of Section 8(b), and nothing in the following provisions of this Section 16(b8(l) will shall govern the resolution of all disputes or controversies arising under this Agreement. With respect to any suit, action or proceeding (“Proceeding”) arising out of or relating to this Agreement or any transaction contemplated hereby each of the parties hereto hereby irrevocably (a) submits to the exclusive jurisdiction of (A) the United States District Court for the Southern District of New York or (B) in the event that such court lacks jurisdiction to hear the claim, the state courts of New York located in the borough of Manhattan, New York City (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided, however, that a party may commence any Proceeding in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts; (b) consents to service of process in any Proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to their respective addresses referred to in Section 8(a) hereof; provided, however, that nothing herein shall affect the right of any Party party hereto to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the samelaw; and (vic) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the Parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable LawTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Consent to Jurisdiction. Each of the Parties parties irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by the other party or its successors or assigns may be brought and determined exclusively in any federal or state court located in the State and County of New York (i) the "Applicable Courts"), and each of the parties hereby irrevocably consents submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the service of the summons and complaint and any other process (whether inside or outside the territorial exclusive jurisdiction of the Chosen Courts) in Applicable Courts and agrees that it will not bring any Legal Proceeding arising out of legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof in any court other than the transactions contemplated herebyApplicable Courts. Each of the parties hereby irrevocably waives, for and on behalf agrees not to assert, by way of itself motion, as a defense, counterclaim or any of its properties or assetsotherwise, in accordance any action or proceeding with Section 15 respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the Applicable Courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such Applicable Court or from any legal process commenced in such other manner as may be Applicable Court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the action in any such Applicable Court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such Applicable Courts. Each Party irrevocably consents to service of process in the manner provided for notices in Section 8; provided that nothing in this Section 16(b) will Agreement shall affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the Parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Consent to Jurisdiction. Each It is the desire and intent of the Parties (i) irrevocably consents to the service of the summons and complaint and parties hereto that any other process (whether inside disputes or outside the territorial jurisdiction of the Chosen Courts) controversies arising under or in any Legal Proceeding arising out of connection with this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, be resolved pursuant to arbitration in accordance with Section 15 8(j); provided, however, that, to the extent that Section 8(j) is held to be invalid or unenforceable for any reason, and the result is that the parties hereto are precluded from resolving any claim arising under or in such other manner as may be permitted by applicable Lawconnection with this Agreement pursuant to the terms of Section 8(j) (after giving effect to the terms of Section 8(b)), and nothing in the following provisions of this Section 16(b8(l) will shall govern the resolution of all disputes or controversies arising under this Agreement. With respect to any suit, action or proceeding (“Proceeding”) arising out of or relating to this Agreement or any transaction contemplated hereby each of the parties hereto hereby irrevocably (i) submits to the exclusive jurisdiction of (A) the United States District Court for the Southern District of New York, or (B) in the event that such court lacks jurisdiction to hear the claim, the state courts of New York located in the borough of Manhattan, New York City (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided, however, that a party may commence any Proceeding in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts or the arbitrators; (ii) consents to service of process in any Proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to their respective addresses referred to in Section 8(a) hereof; provided, however, that nothing herein shall affect the right of any Party party hereto to serve legal process in any other manner permitted by applicable Lawlaw; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT IT OR HE WILL NOT ASSERT (ivWHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be broughtANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the Parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable LawWHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS OR HIS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS AND WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Consent to Jurisdiction. Each of the Parties parties hereto (ia) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of action or proceeding relating to this Agreement or the transactions contemplated herebyAgreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 7.1 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will 7.6 shall affect the right of any Party party to serve legal process in any other manner permitted by applicable Law; (iib) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding action or proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within 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 or federal court sitting in New Castle County 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, or for recognition and enforcement of any judgment in respect thereof; (iiic) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (ivd) agrees that any Legal Proceeding actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen CourtsCourt 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 sitting in New Castle County within the State of Delaware); (ve) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding action or proceeding in the Chosen Courts any such court or that such Legal Proceeding action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vif) agrees that it shall will not bring any Legal Proceeding action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtsaforesaid courts. Each of the Parties parties hereto agrees that a final judgment in any Legal Proceeding action or proceeding in the Chosen Courts will such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Consent to Jurisdiction. Each of the Parties (i) irrevocably consents The parties hereto agree that any suit, action or proceeding seeking to the service of the summons and complaint and enforce any other process (whether inside provision of, or outside the territorial jurisdiction of the Chosen Courts) in based on any Legal Proceeding matter arising out of or in connection with, this Support Agreement or the transactions contemplated hereby, for and on behalf of itself hereby (whether brought by any party or any of its properties Affiliates or assets, against any party or any of its Affiliates) shall be brought in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and Delaware, New Castle County or, if such court shall not have jurisdiction, any state appellate federal court therefrom within located in the State of Delaware (orsitting in the county of Wilmington in the state of Delaware, if the Court of Chancery and each of the State parties hereto hereby irrevocably consents to the jurisdiction of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within such courts (and of the State of Delaware) (the “Chosen Courts”appropriate appellate courts therefrom) in the event that any dispute or controversy arises out of this Agreement or the transactions contemplated hereby; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement suit, action or proceeding and irrevocably waives, to the transactions contemplated hereby shall be broughtfullest extent permitted by law, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the laying of the venue of any such Legal Proceeding suit, action or proceeding in the Chosen Courts any such court or that any such Legal Proceeding was suit, action or proceeding brought in any such court has been brought in an inconvenient court and agrees not to plead forum. Process in any such suit, action or claim proceeding may be served on any party anywhere in the same; and (vi) world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that it service of process on such party as provided in Section 6(b) shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtsbe deemed effective service of process on such party. Each of the Parties agrees The parties hereto agree that a final trial court judgment in any Legal Proceeding in the Chosen Courts will such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawlaw; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.

Consent to Jurisdiction. Each of the Parties party to this Agreement, by its execution hereof, (ia) hereby irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim, in whole or in part, arising out of, related to, based upon or in connection with this Agreement or the transactions contemplated hereby subject matter hereof shall be brought, tried and determined brought only in the Chosen Courts; courts of the State Courts of the State of New York, New York County or the United States District Court located in the State of New York, New York County, (vb) hereby waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court extent not prohibited by applicable Law, and agrees not to plead assert, by way of motion, as a defense or otherwise, in any such action, any claim the same; and (vi) agrees that it shall is not bring subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any Legal Proceeding relating such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the transactions contemplated subject matter hereof may not be enforced in or by such court and (c) hereby in agrees not to commence any such action 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 to any court other than one of the Chosen Courtsabove-named courts whether on the grounds of forum non conveniens or otherwise. Each party hereby (i) consents to service of the Parties process in any such action in any manner permitted by New York law, (ii) agrees that a final judgment service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 8(f), shall constitute good and valid service of process in any Legal Proceeding in the Chosen Courts will be conclusive such action, and may be enforced in other jurisdictions (iii) waives and agrees not to assert (by suit on the judgment way of motion, as a defense, or otherwise) in any other manner provided by applicable Lawsuch action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

Consent to Jurisdiction. Each of the Parties (i) irrevocably consents to the service of the summons The Borrowers and complaint and any each other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Credit Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; (iii) agrees that it shall will not attempt to deny commence any action, litigation or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue proceeding of any such Legal Proceeding kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Agent, any Lender, the Chosen Courts Issuing Bank, or that such Legal Proceeding was brought any Related Party of the foregoing in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding way relating to this Agreement or any other Credit Document or the transactions contemplated hereby relating hereto or thereto (other than as expressly provided in any court Cayman Collateral Document, Dutch Collateral Document, Hong Kong Collateral Document, Luxembourg Collateral Document or any other Credit Document), in any forum other than the Chosen Courtscourts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the Parties parties hereto agrees that a final judgment in any Legal Proceeding in the Chosen Courts will such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Credit Document shall affect any right that each Agent, any Lender or the Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against any Credit Party or its properties in the courts of any jurisdiction. Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable Lawlaw, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Credit Document in any court referred to herein. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 10.1. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Consent to Jurisdiction. Each of the Parties (i) The parties hereto hereby irrevocably consents submit to the service of the summons and complaint and any other process (whether inside or outside the territorial non-exclusive jurisdiction of the Chosen Courts) courts of the State of New York and the federal courts of the United States of America located in New York, and appropriate appellate courts therefrom, over any Legal Proceeding dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby, for and on behalf each party hereby irrevocably agrees that all claims in respect of itself such dispute or any of its properties or assets, in accordance with Section 15 or proceeding may be heard and determined in such other manner as may be courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 matterlaw, any state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it which they may now or hereafter have to the laying of venue of any such Legal Proceeding in the Chosen Courts dispute arising out of or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or any of the transactions contemplated hereby brought in such court or any court other than defense of inconvenient forum for the Chosen Courtsmaintenance of such dispute. Each of the Parties parties hereto agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawlaw. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, or proceeding of the nature specified in the paragraph above by the mailing of a copy thereof in the manner specified by Section 12(b). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Consent to Jurisdiction. Each Any judicial proceeding brought against the Borrower with respect to any Loan Document Related Claim may be brought in any court of competent jurisdiction in The City of New York, and, by execution and delivery of this Agreement, the Parties Borrower (ia) accepts, generally and unconditionally, the nonexclusive jurisdiction of such courts and any related appellate court and irrevocably agrees to be bound by any judgment rendered thereby in connection with any Loan Document Related Claim and (b) irrevocably consents waives any objection it may now or hereafter have as to the venue of any such proceeding brought in such a court or that such a court is an inconvenient forum. The Borrower hereby waives personal service of the summons process and complaint and any other consents that service of process (whether inside upon it may be made by certified or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement registered mail, return receipt requested, at its address specified or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, determined in accordance with Section 15 or in such other manner as may be permitted by applicable Lawthe provisions of Article XIII, and nothing service so made shall be deemed completed on the third Business Day after such service is deposited in this Section 16(b) will the mail. Nothing herein shall affect the right of the Administrative Agent, any Party Lender or any other Indemnified Person to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to law or shall limit the exclusive general jurisdiction right of the Court Administrative Agent, the Syndication Agent, any Documentation Agent, any Lender or any other Indemnified Person to bring proceedings against the Borrower in the courts of Chancery of any other jurisdiction. Any judicial proceeding by the Borrower against the Administrative Agent or any Lender involving any Loan Document Related Claim shall be brought only in a court located in the City and 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the Parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable LawNew York.

Consent to Jurisdiction. (a) Each of the Parties parties: (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of relating to this Agreement or the transactions contemplated herebyAgreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 6.2 or in such other manner as may be permitted by applicable Lawlaw, and nothing in this Section 16(b) 6.8 will affect the right of any Party party to serve legal process in any other manner permitted by applicable Lawlaw; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, solely 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 of any dispute or controversy arises relating to or arising out of this Agreement or the transactions contemplated herebyhereby or thereby; (iii) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding relating to or arising in connection with out of this Agreement or the transactions contemplated hereby shall or thereby will be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall will not bring any Legal Proceeding relating to or arising out of this Agreement or the transactions contemplated hereby or thereby in any court other than the Chosen CourtsCourts unless the Chosen Courts issue a final judgment determining that such court lacks jurisdiction. Each of Stockholder and the Parties Company agrees that a final judgment and any interim relief (whether equitable or otherwise) in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawlaw.

Consent to Jurisdiction. Each of the Parties (i) GENERICO and NEW ALPHA irrevocably consents agrees that any legal action or proceeding with respect to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or Agreement, the transactions contemplated hereby, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right enforcement of any judgment in respect hereof brought by another Party to serve legal process or its successors or permitted assigns shall be brought and determined in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets federal or state court located in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or federal court within the State of Delaware) (, and each of GENERICO and NEW ALPHA hereby irrevocably submits with regard to any such action or proceeding for themselves and in respect to their property, generally and unconditionally, to the “Chosen Courts”) exclusive jurisdiction of the aforesaid courts. Each of GENERICO and NEW ALPHA hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in the event that any dispute action or controversy arises out of proceeding with respect to this Agreement or Agreement, the transactions contemplated hereby; , any provision hereof or the breach, performance, enforcement, validity or invalidity hereof, (iiiA) agrees any claim that it shall is not attempt personally subject to deny or defeat such personal the jurisdiction by motion or of the above-named courts for any reason other request for leave from any such court; than the failure to lawfully serve process, (ivB) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue its property is exempt or immune from jurisdiction of any such Legal Proceeding court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) to the Chosen Courts fullest extent permitted by applicable laws, that (i) the suit, action or that proceeding in any such Legal Proceeding was court is brought in an inconvenient court and agrees not to plead forum, (ii) the venue of such suit, action or claim the same; proceeding is improper and (viiii) agrees that it shall not bring any Legal Proceeding relating to this Agreement Agreement, or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the Parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable Lawsuch courts.

Consent to Jurisdiction. Each Guarantor, Administrative Agent and the Lender each irrevocably submits generally and unconditionally for itself and in respect of the Parties (i) irrevocably consents its property to the service of the summons and complaint and any other process (whether inside or outside the territorial nonexclusive jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or federal court within sitting in the State of Delaware) (the “Chosen Courts”) in the event that New York over any dispute suit, action or controversy arises proceeding arising out of of, or relating to, this Agreement or the transactions contemplated hereby; (iii) Guaranty, and irrevocably agrees that it shall not attempt to deny all claims in respect of such action or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall proceeding may be brought, tried heard and determined only in such state or federal court. Guarantor, Administrative Agent and the Chosen Courts; (v) waives Lender each irrevocably waives, to the fullest extent permitted by law, any objection that it they may now or hereafter have to the laying of venue of any such Legal Proceeding suit, action or proceeding brought in the Chosen Courts any such court, and any claims that any such suit, action or that such Legal Proceeding was proceeding is brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtsforum. Each of the Parties agrees that a final Final judgment in any Legal Proceeding such suit, action or proceeding brought in the Chosen Courts will any such court shall be conclusive and binding upon each such party and may be enforced in other jurisdictions any court in which they are subject to jurisdiction, by a suit on upon such judgment provided that service of process is effected upon Guarantor as provided in the judgment Loan Documents or in any other manner provided as otherwise permitted by applicable LawLegal Requirements. Guarantor hereby releases, to the extent permitted by applicable Legal Requirements, all errors and all rights of exemption, appeal, stay of execution, inquisition, and other rights to which Guarantor may otherwise be entitled under the laws of the United States of America or of any state of possession of the United States of America now in force and which may hereinafter be enacted. The authority and power to appear for and enter judgment against Guarantor shall not be exhausted by one or more exercises thereof or by any imperfect exercise thereof and shall not be extinguished by any judgment entered pursuant thereto. Such authority may be exercised on one or more occasions or from time to time in the same or different jurisdiction as often as Administrative Agent shall deem necessary and desirable, for all of which this Guaranty shall be sufficient warrant.

Consent to Jurisdiction. Each of the Parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside parties agrees that all actions, suits or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding proceedings arising out of or based upon this Agreement or the transactions contemplated hereby, for subject matter hereof shall be brought and on behalf of itself or any of its properties or assets, maintained exclusively in accordance with Section 15 or in such other manner as may be permitted by applicable Law, the federal and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery state courts of the State of Delaware New York. Each of the parties hereto by execution hereof (i) hereby irrevocably submits to the jurisdiction of the federal and any state appellate court therefrom within courts in the State of Delaware (orNew York for the purpose of any action, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state suit or federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated hereby; subject matter hereof and (iiiii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court extent not prohibited by applicable law, and agrees not to plead assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim the same; and (vi) agrees that it shall is not bring subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any Legal Proceeding relating such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to this Agreement any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or the transactions contemplated hereby proceeding in any court other than one of the Chosen Courtsabove-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts. Each of the Parties parties hereto hereby consents to service of process in any such suit, action or proceeding in any manner permitted by the laws of the State of New York, agrees that service of process by registered or certified mail, return receipt requested, at the address specified in or pursuant to Section 11 is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a final judgment defense or otherwise, in any Legal Proceeding such action, suit or proceeding any claim that service of process made in accordance with Section 11 does not constitute good and sufficient service of process. The provisions of this Section 8(b) shall not restrict the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or ability of any party to enforce in any other manner provided by applicable Lawcourt any judgment obtained in a federal or state court of the State of New York.

Consent to Jurisdiction. Each of the Parties Party to this Agreement, by its execution hereof, (ia) hereby irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim, in whole or in part, arising out of, related to, based upon or in connection with this Agreement or the transactions contemplated hereby subject matter hereof shall be brought, tried and determined brought only in the Chosen Courts; courts of the State Courts of the State of New York, New York County or the United States District Court located in the State of New York, New York County, (vb) hereby waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court extent not prohibited by applicable Law, and agrees not to plead assert, by way of motion, as a defense or otherwise, in any such action, any claim the same; and (vi) agrees that it shall is not bring subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any Legal Proceeding relating such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the transactions contemplated subject matter hereof may not be enforced in or by such court and (c) hereby in agrees not to commence any such action 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 to any court other than one of the Chosen Courtsabove-named courts whether on the grounds of forum non conveniens or otherwise. Each Party hereby (i) consents to service of the Parties process in any such action in any manner permitted by New York law, (ii) agrees that a final judgment service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 5.4 shall constitute good and valid service of process in any Legal Proceeding in the Chosen Courts will be conclusive such action, and may be enforced in other jurisdictions (iii) waives and agrees not to assert (by suit on the judgment way of motion, as a defense, or otherwise) in any other manner provided by applicable Lawsuch action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

Consent to Jurisdiction. Each of The Company, the Parties (i) Co-Issuer and each Guarantor hereby irrevocably consents and unconditionally submits, for itself and its property, to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Supreme Court of Chancery of the State of Delaware New York sitting in New York County and of the United States District Court of the Southern District of New York, and any state appellate court therefrom within the State from any thereof, in any action or proceeding arising out of Delaware (or, if the Court of Chancery or relating to this Indenture and any of the State Notes, or for recognition or enforcement of Delaware declines to accept jurisdiction over a particular matterany judgment, any state or federal court within and each of 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; (iii) parties hereto hereby irrevocably and unconditionally agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising all claims in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue respect of any such Legal Proceeding action or proceeding may be heard and determined in such New York State or, to the Chosen Courts or that extent permitted by law, in such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen CourtsFederal court. Each of the Parties parties hereto agrees that a final judgment in any Legal Proceeding such action or proceeding may be heard and determined in such New York State or, to the Chosen Courts will extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawlaw. Nothing in this Indenture shall affect any right that the Trustee, Agent, or Holder any otherwise have to bring any action or proceeding relating to this Indenture against the Company, the Co-Issuer or any Guarantor or their properties in the courts of any jurisdiction to enforce any judgment, order or process entered by such courts situate within the State of New York or to enjoin any violations hereof or for relief ancillary hereto or otherwise to collect on loans or enforce the payment of any Notes or to enforce, protect or maintain their rights and Claims or for any other lawful purpose. The Company, the Co-Issuer and each Guarantor further agrees that any action or proceeding brought against the Trustee, Agent or any Holder, if brought by the Company, the Co-Issuer or any Parent Guarantor or Subsidiary Guarantor, shall be brought only in New York State or, to the extent permitted by law, in such Federal Court.

Consent to Jurisdiction. Each The parties hereto agree that any legal action or proceeding by or against Borrower or with respect to or arising out of this Assignment Agreement, the Notes or any other Financing Document may be brought in or removed to the courts of competent jurisdiction of the Parties (i) State of New York sitting in The City of New York in New York County and of the United States of America in and for the Southern District of New York, as the Agent may elect. By execution and delivery of the Assignment Agreement, the parties hereto accept, for themselves and in respect of their property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto irrevocably consents consent to the service of the summons and complaint and process out of any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) aforementioned courts in any Legal Proceeding arising out such action or proceeding by the mailing of this Agreement copies thereof by registered or certified airmail, postage prepaid, to the transactions contemplated herebyAssignor or Assignee[s], as the case may be, at their respective addresses for notices as specified herein and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in that such other manner as may service shall be permitted by applicable Law, and nothing in this Section 16(beffective five (5) will Business Days after such mailing. Nothing herein shall affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets law or the right of the Assignor or [any / the] Assignee to bring legal action or proceedings in any Legal Proceeding to the exclusive general jurisdiction other competent jurisdiction, including judicial or non-judicial foreclosure of the Court of Chancery Mortgage Documents. The parties hereto further agree that the aforesaid courts of the State of Delaware New York and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State United States of Delaware declines America shall have exclusive jurisdiction with respect to accept jurisdiction over a particular matterany claim or counterclaim of Borrower based upon the assertion that the rate of interest charged by the Assignor and Assignee[s] on or under this Assignment Agreement, the Loans, the LC Commitment (if applicable) and/or the other Financing Documents is usurious. The parties hereto hereby waive any state right to stay or federal court within the State of Delaware) (the “Chosen Courts”) in the event that dismiss any dispute action or controversy arises out of this Agreement proceeding under or the transactions contemplated hereby; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with any or all of the Project, this Assignment Agreement or any other Financing Document brought before the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the Parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit foregoing courts on the judgment or in any other manner provided by applicable Lawbasis of forum non-conveniens.

Consent to Jurisdiction. Each of the Parties parties hereto (ia) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement action or proceeding relating to the transactions contemplated herebyby this Limited Guarantee, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 12 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will 14 shall affect the right of any Party party to serve legal process in any other manner permitted by applicable Law; (iib) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding action or proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within 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 or federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement Limited Guarantee or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (iiic) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (ivd) agrees that any Legal Proceeding actions or proceedings arising in connection with this Agreement Limited Guarantee or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen CourtsCourt 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); (ve) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding action or proceeding in the Chosen Courts any such court or that such Legal Proceeding action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vif) agrees that it shall will not bring any Legal Proceeding action relating to this Agreement Limited Guarantee or the transactions contemplated hereby in any court other than the Chosen Courtsaforesaid courts. Each of the Parties parties hereto agrees that a final judgment in any Legal Proceeding action or proceeding in the Chosen Courts will such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Consent to Jurisdiction. Each of the Parties (i) irrevocably consents Any suit, action or proceeding seeking to the service of the summons and complaint and enforce any other process (whether inside provision of, or outside the territorial jurisdiction of the Chosen Courts) in based on any Legal Proceeding matter arising out of or in connection with, this Agreement Agreement, the Proxy or the transactions contemplated herebyhereby or thereby will be brought exclusively in the United States District Court for the Southern District of New York or, for and on behalf if such court does not have jurisdiction over the subject matter of itself such proceeding or any of its properties or assetsif such jurisdiction is not available, in accordance with Section 15 the Courts of the State of New York, in New York, New York, and each of the parties hereby consents to the exclusive jurisdiction of those courts (and of the appropriate appellate courts therefrom) in any suit, action or in such other manner as may be proceeding and irrevocably waives, to the fullest extent permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that which it may now or hereafter have to the laying of the venue of any such Legal Proceeding suit, action or proceeding in the Chosen Courts any of those courts or that such Legal Proceeding was any suit, action or proceeding which is brought in any of those courts has been brought in an inconvenient court and agrees not to plead forum. Process in any suit, action or claim proceeding may be served on any party anywhere in the same; and (vi) world, whether within or without the jurisdiction of any of the named courts. Without limiting the foregoing, each party agrees that service of process on it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby by notice as provided in any court other than the Chosen Courts. Each of the Parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts Section 7.3 will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawdeemed effective service of process. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction. Each of the Parties (i) parties to this Agreement irrevocably consents submits to the service of the summons and complaint and any other process (whether inside or outside the territorial non-exclusive jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery courts of the State of Delaware New York and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery courts of the State of Delaware declines to accept jurisdiction over a particular matterUnited States located in New York, any state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) New York and agrees that any Legal Proceeding legal action, suit or proceeding arising in connection with this Agreement out of or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or any of the transactions contemplated hereby other Credit Documents may be brought against such party in any court other than the Chosen Courtssuch courts. Each of the Parties agrees that a final Final judgment against any party in any Legal Proceeding in the Chosen Courts will such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction by suit on the judgment judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Section 8.12 shall affect the right of any party to commence legal proceedings or otherwise xxx any other party in any 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 laws of any such jurisdiction. The Borrower agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitutes adequate service of process in any such suit. Each of the parties to this Agreement irrevocably waives to the fullest extent permitted by applicable LawGovernmental Rules (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 any such 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; (d) any immunity which it or its assets may have in respect of its obligations under this Agreement or any other Credit Document from any suit, execution, attachment (whether 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 moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Agreement or any other Credit Document to post security for the costs of any party or to post a bond or to take similar action.

Consent to Jurisdiction. Each In the event of any dispute, controversy or claim between the Parties Company or any Affiliate and the Employee in any way concerning, arising out of or relating to this Agreement (i) irrevocably consents a “Dispute”), including without limitation any Dispute concerning, arising out of or relating to the service interpretation, application or enforcement of this Agreement, the summons parties hereby (a) agree and complaint and any other process (whether inside or outside consent to the territorial personal jurisdiction of the Chosen Courtscourts of the State of New York located in New York County and/or the Federal courts of the United States of America located in the Southern District of New York (collectively, the “Agreed Venue”) for resolution of any such Dispute, (b) agree that those courts in the Agreed Venue, and only those courts, shall have exclusive jurisdiction to determine any Legal Proceeding Dispute, including any appeal, and (c) agree that any cause of action arising out of this Agreement or shall be deemed to have arisen from a transaction of business in the transactions contemplated hereby, for and on behalf State of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(bNew York. The parties also hereby irrevocably (i) will affect submit to the right jurisdiction of any Party to serve legal process competent court in any other manner permitted by applicable Law; the Agreed Venue (and of the appropriate appellate courts therefrom), (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general fullest extent permitted by law, waive any and all defenses the parties may have on the grounds of lack of jurisdiction of the Court of Chancery of the State of Delaware any such court 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it such parties may now or hereafter have to the laying of the venue of any such Legal Proceeding suit, action or proceeding in the Chosen Courts any such court (including without limitation any defense that any such suit, action or that proceeding brought in any such Legal Proceeding was court has been brought in an inconvenient court and agrees not to plead or claim the same; forum), and (viiii) consent to service of process in any such suit, action or proceeding, anywhere in the world, whether within or without the jurisdiction of any such court, in any manner provided by applicable law. Without limiting the foregoing, each party agrees that it service of process on such party pursuant to a Notice as provided in Section 9 shall not bring be deemed effective service of process on such party. Any action for enforcement or recognition of any Legal Proceeding relating to this Agreement or the transactions contemplated hereby judgment obtained in any court other than the Chosen Courts. Each of the Parties agrees that connection with a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and Dispute may be enforced in other jurisdictions by suit on any competent court in the judgment Agreed Venue or in any other manner provided by applicable Lawcourt of competent jurisdiction.

Consent to Jurisdiction. Each It is the desire and intent of the Parties (i) irrevocably consents to the service of the summons and complaint and parties hereto that any other process (whether inside disputes or outside the territorial jurisdiction of the Chosen Courts) controversies arising under or in any Legal Proceeding arising out of connection with this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, be resolved pursuant to arbitration in accordance with Section 15 8(j); provided, however, that, to the extent that Section 8(j) is held to be invalid or unenforceable for any reason, and the result is that the parties hereto are precluded from resolving any claim arising under or in such other manner as may be permitted by applicable Lawconnection with this Agreement pursuant to the terms of Section 8(j) (after giving effect to the terms of Section 8(b)), and nothing in the following provisions of this Section 16(b8(l) will shall govern the resolution of all disputes or controversies arising under this Agreement. With respect to any suit, action or proceeding (“Proceeding”) arising out of or relating to this Agreement or any transaction contemplated hereby each of the parties hereto hereby irrevocably (a) submits to the exclusive jurisdiction of (A) the United States District Court for the Southern District of New York or (B) in the event that such court lacks jurisdiction to hear the claim, the state courts of New York located in the borough of Manhattan, New York City (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided, however, that a party may commence any Proceeding in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts; (b) consents to service of process in any Proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to their respective addresses referred to in Section 8(a) hereof; provided, however, that nothing herein shall affect the right of any Party party hereto to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the samelaw; and (vic) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the Parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable LawTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Consent to Jurisdiction. Each of Except as otherwise expressly provided in this Agreement, the Parties (i) irrevocably consents parties hereto agree that any suit, action or proceeding seeking to the service of the summons and complaint and enforce any other process (whether inside provision of, or outside the territorial jurisdiction of the Chosen Courts) in based on any Legal Proceeding matter arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Lawconnection with, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only brought exclusively in the Chosen Courts; Court of Chancery of the State of Delaware, County of New Castle or, if such court does not have jurisdiction over the subject matter of such proceeding or if such jurisdiction is not available, in the United States District Court for the District of Delaware, and each of the parties hereby consents to the exclusive jurisdiction of those courts (vand of the appropriate appellate courts therefrom) waives in any suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that which it may now or hereafter have to the laying of the venue of any such Legal Proceeding suit, action or proceeding in the Chosen Courts any of those courts or that such Legal Proceeding was any suit, action or proceeding which is brought in any of those courts has been brought in an inconvenient court and agrees not to plead forum. Process in any suit, action or claim proceeding may be served on any party anywhere in the same; and (vi) world, whether within or without the jurisdiction of any of the named courts. Without limiting the foregoing, each party agrees that service of process on it by notice as provided in Section 5.2 shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtsbe deemed effective service of process. Each of the Parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable LawEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction. Each of the Parties parties hereto (ia) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement action or proceeding relating to the transactions contemplated herebyTransactions, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 10.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will 10.10 shall affect the right of any Party party to serve legal process in any other manner permitted by applicable Law; (iib) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding action or proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within 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 or federal court sitting in New Castle County within the State of Delaware) (the “Chosen Courts”) in the event that respect of any dispute or controversy arises claim based upon, arising out of or relating to this Agreement, the CVR Agreement or the transactions contemplated herebyTransactions, or for recognition and enforcement of any judgment in respect thereof; (iiic) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (ivd) agrees that any Legal Proceeding actions or proceedings in respect of any claim based upon, arising in connection with out of or relating to this Agreement, the CVR Agreement or the transactions contemplated hereby Transactions, shall be brought, tried and determined only in the Chosen CourtsCourt 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 sitting in New Castle County within the State of Delaware); (ve) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding action or proceeding in the Chosen Courts any such court or that such Legal Proceeding action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vif) agrees that it shall will not bring any Legal Proceeding action arising out of or relating to this Agreement, the CVR Agreement or the transactions contemplated hereby Transactions, in any court other than the Chosen Courtsaforesaid courts. Each of Parent, Xxxxxx Sub and the Parties Company agrees that a final judgment in any Legal Proceeding action or proceeding in the Chosen Courts will such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Consent to Jurisdiction. Each of the Parties parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof will be brought and maintained exclusively in the federal and state courts located in Florida. Each of the parties hereto by execution hereof (i) irrevocably consents submits to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) federal and state courts located in Broward County, Florida for the purpose of any Legal Proceeding action, suit or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby, for subject matter hereof and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding waives to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (orextent not prohibited by applicable law, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim the same; and (vi) agrees that it shall is not bring subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any Legal Proceeding relating such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to this Agreement any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or the transactions contemplated hereby proceeding in any court other than one of the Chosen Courtsabove-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts. Each of the Parties parties hereto consents to service of process in any such suit, action or proceeding in any manner permitted by the laws of Florida, agrees that service of process by registered or certified mail, return receipt requested, at the address specified in or pursuant to Section 11 is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a final judgment defense or otherwise, in any Legal Proceeding such action, suit or proceeding any claim that service of process made in accordance with Section 11 does not constitute good and sufficient service of process. The provisions of this Section 9.B will not restrict the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or ability of any party to enforce in any other manner provided by applicable Lawcourt any judgment obtained in a federal or state court located in Florida.

Consent to Jurisdiction. Each of the Parties party to this Agreement, by its execution hereof, (ia) hereby irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim, in whole or in part, arising out of, related to, based upon or in connection with this Agreement or the transactions contemplated hereby subject matter hereof shall be brought, tried and determined brought only in the Chosen Courts; courts of the State Courts of the State of New York, New York County or the United States District Court located in the State of New York, New York County, (vb) hereby waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court extent not prohibited by applicable Law, and agrees not to plead assert, by way of motion, as a defense or otherwise, in any such action, any claim the same; and (vi) agrees that it shall is not bring subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any Legal Proceeding relating such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the transactions contemplated subject matter hereof may not be enforced in or by such court and (c) hereby in agrees not to commence any such action 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 to any court other than one of the Chosen Courtsabove-named courts whether on the grounds of forum non conveniens or otherwise. Each party hereby (i) consents to service of the Parties process in any such action in any manner permitted by New York law, (ii) agrees that a final judgment service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.3, shall constitute good and valid service of process in any Legal Proceeding in the Chosen Courts will be conclusive such action, and may be enforced in other jurisdictions (iii) waives and agrees not to assert (by suit on the judgment way of motion, as a defense, or otherwise) in any other manner provided by applicable Lawsuch action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

Consent to Jurisdiction. Each of the Parties (i) parties to this Agreement irrevocably consents submits to the service of the summons and complaint and any other process (whether inside or outside the territorial non-exclusive jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery courts of the State of Delaware New York and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery courts of the State of Delaware declines to accept jurisdiction over a particular matterUnited States located in New York, any state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) New York and agrees that any Legal Proceeding legal action, suit or proceeding arising in connection with this Agreement out of or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or any of the transactions contemplated hereby other Credit Documents may be brought against such party in any court other than the Chosen Courtssuch courts. Each of the Parties agrees that a final Final judgment against any party in any Legal Proceeding in the Chosen Courts will such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction by suit on the judgment judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Section 8.12 shall affect the right of any party to commence legal proceedings or otherwise xxx any other party in any 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 laws of any such jurisdiction. The Borrower agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitutes adequate service of process in any such suit. Each of the parties to this Agreement irrevocably waives to the fullest extent permitted by applicable LawGovernmental Rules (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 any such 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 or to any court of the United States; (d) any immunity which it or its assets may have in respect of its obligations under this Agreement or any other Credit Document from any suit, execution, attachment (whether 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 moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Agreement or any other Credit Document to post security for the costs of any party or to post a bond or to take similar action.

Consent to Jurisdiction. Each of the Parties (i) parties hereto irrevocably consents agrees that any legal action or proceeding with respect to this Agreement and the service rights and obligations arising hereunder, or for recognition and enforcement of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) judgment in any Legal Proceeding arising out respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (Chancery, or, if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (, or, if both the “Chosen Courts”) Delaware Court of Chancery and the federal courts within the State of Delaware decline to accept jurisdiction over a particular matter, any other state court within the State of Delaware, and, in each case, any appellate court therefrom. Each of the event that parties hereto hereby irrevocably submits with regard to any dispute such action or controversy arises out proceeding for itself and in respect of this Agreement or its property, generally and unconditionally, to the transactions contemplated hereby; (iii) personal jurisdiction of the aforesaid courts and agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall will not bring any Legal Proceeding action relating to this Agreement or any of the transactions contemplated hereby by this Agreement in any court other than the Chosen Courtsaforesaid courts. Each of the Parties parties hereto hereby irrevocably waives, and agrees that not to assert as a final judgment defense, counterclaim or otherwise, in any Legal Proceeding action or proceeding with respect to this Agreement, (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 in accordance with this Section 15, (ii) any claim that it or its property is exempt or immune from the Chosen Courts will be conclusive 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 the applicable law, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on such courts. Each of the judgment or parties hereto agrees that service of process upon such party in any other manner provided by applicable Lawsuch action or proceeding shall be effective if such process is given as a notice in accordance with Section 10. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES TO THE EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY DIRECT OR INDIRECT ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREIN. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) MAKES THIS WAIVER VOLUNTARILY, AND (C) ACKNOWLEDGES THAT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 15.

Consent to Jurisdiction. Each In the event of any dispute, controversy or claim between the Company or any Affiliate and the Participant in any way concerning, arising out of or relating to the Plan or this Agreement (a “Dispute”), including without limitation any Dispute concerning, arising out of or relating to the interpretation, application or enforcement of the Parties Plan or this Agreement, the parties hereby (ia) irrevocably consents agree and consent to the service of the summons and complaint and any other process (whether inside or outside the territorial personal jurisdiction of the Chosen Courtscourts of the State of New York located in New York County and/or the Federal courts of the United States of America located in the Southern District of New York (collectively, the “Agreed Venue”) for resolution of any such Dispute, (b) agree that those courts in the Agreed Venue, and only those courts, shall have exclusive jurisdiction to determine any Legal Proceeding Dispute, including any appeal, and (c) agree that any cause of action arising out of this Agreement or shall be deemed to have arisen from a transaction of business in the transactions contemplated hereby, for and on behalf State of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(bNew York. The parties also hereby irrevocably (i) will affect submit to the right jurisdiction of any Party to serve legal process competent court in any other manner permitted by applicable Law; the Agreed Venue (and of the appropriate appellate courts therefrom), (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general fullest extent permitted by law, waive any and all defenses the parties may have on the grounds of lack of jurisdiction of the Court of Chancery of the State of Delaware any such court 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it such parties may now or hereafter have to the laying of the venue of any such Legal Proceeding suit, action or proceeding in the Chosen Courts any such court (including without limitation any defense that any such suit, action or that proceeding brought in any such Legal Proceeding was court has been brought in an inconvenient court and agrees not to plead or claim the same; forum), and (viiii) consent to service of process in any such suit, action or proceeding, anywhere in the world, whether within or without the jurisdiction of any such court, in any manner provided by applicable law. Without limiting the foregoing, each party agrees that it service of process on such party pursuant to a Notice as provided in Section 9 hereof shall not bring be deemed effective service of process on such party. Any action for enforcement or recognition of any Legal Proceeding relating to this Agreement or the transactions contemplated hereby judgment obtained in connection with a Dispute may enforced in any competent court other than the Chosen Courts. Each of the Parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment Agreed Venue or in any other manner provided by applicable Lawcourt of competent jurisdiction.

Consent to Jurisdiction. Each of the Parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside parties agrees that all actions, suits or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding proceedings arising out of or based upon this Agreement or the transactions contemplated hereby, for subject matter hereof shall be brought and on behalf of itself or any of its properties or assets, maintained exclusively in accordance with Section 15 or in such other manner as may be permitted by applicable Law, the federal and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery state courts of the State of Delaware Utah. Each of the parties hereto by execution hereof (i) hereby irrevocably submits to the jurisdiction of the federal and any state appellate court therefrom within courts in the State of Delaware (orUtah for the purpose of any action, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state suit or federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated hereby; subject matter hereof and (iiiii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court extent not prohibited by applicable law, and agrees not to plead assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that such party is not subject personally to the same; and (vi) agrees jurisdiction of the above-named courts, that it shall or he is immune from extraterritorial injunctive relief or other injunctive relief, that its or his property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not bring be brought or maintained in one of the above-named courts, that any Legal Proceeding relating such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to this Agreement any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or the transactions contemplated hereby proceeding in any court other than one of the Chosen Courtsabove-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts. Each of the Parties parties hereto hereby consents to service of process in any such suit, action or proceeding in any manner permitted by the laws of the State of Utah, agrees that service of process by registered or certified mail, return receipt requested, at the address specified in or pursuant to Section 9 is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a final judgment defense or otherwise, in any Legal Proceeding such action, suit or proceeding any claim that service of process made in accordance with Section 9 does not constitute good and sufficient service of process. The provisions of this Section 7(b) shall not restrict the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or ability of any party to enforce in any other manner provided by applicable Lawcourt any judgment obtained in a federal or state court of the State of Utah.

Consent to Jurisdiction. Each of the Parties parties hereto (ia) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement action or proceeding relating to the transactions contemplated herebyby this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 10.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will 10.10 shall affect the right of any Party party to serve legal process in any other manner permitted by applicable Law; (iib) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding action or proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within 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 or federal court sitting in New Castle County 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, or for recognition and enforcement of any judgment in respect thereof; (iiic) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (ivd) agrees that any Legal Proceeding actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen CourtsCourt 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 sitting in New Castle County within the State of Delaware); (ve) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding action or proceeding in the Chosen Courts any such court or that such Legal Proceeding action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vif) agrees that it shall will not bring any Legal Proceeding action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtsaforesaid courts. Each of Parent, Merger Sub and the Parties Company agrees that a final judgment in any Legal Proceeding action or proceeding in the Chosen Courts will such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Consent to Jurisdiction. Each of the Parties (ia) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or relating to the transactions contemplated herebyMerger, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 9.2 or in such other manner as may be permitted by applicable Law, and but nothing in this Section 16(b) 9.10 will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (iib) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or federal court within the State of Delaware) (the “Chosen Courts”) Courts in the event that any dispute or controversy arises out of this Agreement or the transactions contemplated herebyMerger; (iiic) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courtChosen Court; (ivd) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall Merger will be brought, tried and determined only in the Chosen Courts; (ve) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vif) agrees that it shall will not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby Merger in any court other than the Chosen Courts. Each of Parent, Merger Sub and the Parties Company agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Consent to Jurisdiction. Each of the Parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside parties agrees that all actions, suits or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding proceedings arising out of or based upon this Agreement or the transactions contemplated hereby, for subject matter hereof shall be brought and on behalf of itself or any of its properties or assets, maintained exclusively in accordance with Section 15 or in such other manner as may be permitted by applicable Law, the federal and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery state courts of the State of Delaware and any state appellate court therefrom within New York located in the State Borough of Delaware (or, if the Court of Chancery Manhattan in New York City. Each of the State parties hereto by execution hereof (i) hereby irrevocably submits to the jurisdiction of Delaware declines to accept jurisdiction over a particular matterthe above-named courts for the purpose of any action, any state suit or federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated hereby; subject matter hereof and (iiiii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court extent not prohibited by applicable law, and agrees not to plead assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim the same; and (vi) agrees that it shall is not bring subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any Legal Proceeding relating such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of FORUM NON CONVENIENS, should be transferred to this Agreement any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or the transactions contemplated hereby proceeding in any court other than one of the Chosen Courtsabove-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts. Each of the Parties parties hereto hereby consents to service of process in any such suit, action or proceeding in any manner permitted by the laws of the State of New York, agrees that service of process by registered or certified mail, return receipt requested, at the address specified in or pursuant to Section 9 is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a final judgment defense or otherwise, in any Legal Proceeding such action, suit or proceeding any claim that service of process made in accordance with Section 9 does not constitute good and sufficient service of process. The provisions of this Section 7(b) shall not restrict the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or ability of any party to enforce in any other manner provided by applicable Lawcourt any judgment obtained in one of the above-named courts.

Consent to Jurisdiction. (a) Each of the Parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement action or proceeding relating to the transactions contemplated herebyby this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 9.2 or in such other manner as may be permitted by applicable Applicable Law, and nothing in this Section 16(b) will 9.10 shall affect the right of any Party to serve legal process in any other manner permitted by applicable Applicable Law; (ii) irrevocably and unconditionally consents and submits submits, for itself and its properties and assets in any Legal Proceeding property, to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and (iii) irrevocably and unconditionally (A) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterDelaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and any state appellate court from any thereof, (B) agrees that any claim in respect of any such action or federal court within proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) (such court finds it lacks subject matter jurisdiction, the “Chosen Courts”) Federal court of the United States of America sitting in the event that Delaware, and any dispute or controversy arises out of this Agreement or the transactions contemplated hereby; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave appellate court from any such court; thereof, (ivC) agrees that any Legal Proceeding arising in connection with this Agreement or waives, to the transactions contemplated hereby shall be broughtfullest extent it may legally and effectively do so, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the laying of venue of any such Legal Proceeding action or proceeding in such courts, and (D) waives, to the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court fullest extent permitted by Law, and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any such court other than the Chosen Courtsthat any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Consent to Jurisdiction. Each of the Parties (i) parties to this Agreement irrevocably consents submits to the service of the summons and complaint and any other process (whether inside or outside the territorial non-exclusive jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery courts of the State of Delaware Nevada and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery courts of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”) United States located in the event that any dispute or controversy arises out of this Agreement or the transactions contemplated hereby; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) Nevada and agrees that any Legal Proceeding legal action, suit or proceeding arising in connection with this Agreement out of or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or any of the transactions contemplated hereby other Loan Documents may be brought against such party in any court other than such courts. In addition, the Chosen Courts. Each Borrowers irrevocably submit to the non-exclusive jurisdiction of the Parties courts of any State (each a “Real Property State”) where any real property described in any Real Property Security Agreement is located and the courts of the United States located in any such Real Property State and agrees that any legal action, suit or proceeding arising out of or relating to any Real Property Security Agreement related to real property located in a final judgment Real Property State may be brought against such party in any Legal Proceeding such courts in the Chosen Courts will such Real Property State. Final judgment against any party in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction by suit on the judgment judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Section 8.12 shall affect the right of any party to commence legal proceedings or otherwise xxx any other party in any 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 laws of any such jurisdiction. The Borrowers agree that process served either personally or by registered mail shall, to the extent permitted by law, constitutes adequate service of process in any such suit. Each of the parties to this Agreement irrevocably waives to the fullest extent permitted by applicable LawGovernmental Rules (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 any such 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 Nevada or any Real Property State or to any court of the United States; (d) any immunity which it or its assets may have in respect of its obligations under this Agreement or any other Loan Document from any suit, execution, attachment (whether 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 moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Agreement or any other Loan Document to post security for the costs of any party or to post a bond or to take similar action.

Consent to Jurisdiction. Each of the Parties Parties: (ia) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or relating to the transactions contemplated herebyTransaction, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 10.1 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) 10.10 will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (iib) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, solely 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 of any dispute or controversy arises relating to or arising out of this Agreement or the transactions contemplated herebyhereby or thereby; (iiic) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (ivd) agrees that any Legal Proceeding relating to or arising in connection with out of this Agreement or the transactions contemplated hereby shall or thereby will be brought, tried and determined only in the Chosen Courts; (ve) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vif) agrees that it shall will not bring any Legal Proceeding relating to or arising out of this Agreement or the transactions contemplated hereby or thereby in any court other than the Chosen CourtsCourts unless the Chosen Courts issue a final judgment determining that such court lacks jurisdiction. Each of The Purchaser and the Parties agrees Company agree that a final judgment and any interim relief (whether equitable or otherwise) in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Consent to Jurisdiction. (a) Each party to this Guarantee hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of any New York State court or federal court of the Parties (i) irrevocably consents to United States of America sitting in New York City in the service borough of the summons and complaint Manhattan, and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) appellate court from any thereof, in any Legal Proceeding action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, for and on behalf of itself Guarantee or any of its properties or assetsother Loan Documents to which it is a party (unless, in accordance with Section 15 or the case of any other Loan Document, otherwise expressly provided in such other manner as may be permitted by applicable LawLoan Document), or for recognition or enforcement of any judgment, and nothing in this Section 16(b) will affect each of the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) parties hereto hereby irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising all claims in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue respect of any such Legal Proceeding action or proceeding may be heard and determined in such New York State or, to the Chosen Courts or that extent permitted by law, in such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtsfederal court. Each of the Parties parties hereto agrees that a final judgment in any Legal Proceeding in the Chosen Courts will such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawlaw. Nothing in this Guarantee shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guarantee or any of the other Loan Documents in the courts of any jurisdiction, except that each of the Guarantors agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the Loan Parties that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Guarantor in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Guarantor from asserting or seeking the same in the New York Courts.

Consent to Jurisdiction. Each of the Parties Party irrevocably agrees and consents (ia) irrevocably consents to submit itself to the service of the summons and complaint and any other process (whether inside or outside the territorial exclusive jurisdiction of the Chosen CourtsCircuit Court for Baltimore City (Maryland), and to request assignment to the Business and Technology Case Management Program (the "Maryland Court") in for the purpose of any Legal Proceeding Action (whether based on contract, tort or otherwise), directly or indirectly, arising out of or relating to this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; actions of the Parties in the negotiation, administration, performance and enforcement of this Agreement, (iiib) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; , (ivc) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) it waives any objection that it may now or hereafter have to the laying of venue of any such Legal Proceeding Action in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court Maryland Court and agrees not to plead or claim in the same; and Maryland Court that such litigation brought therein has been brought in any inconvenient forum, (vid) agrees that it shall will not bring any Legal Proceeding Action relating to this Agreement or the transactions contemplated hereby by this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement of this Agreement in any court other than the Chosen Courts. Each of the Parties agrees Maryland Court, and (e) that a final judgment in any Legal Proceeding in the Chosen Courts will Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each Party hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any Action to the Maryland Court's Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each Party agrees, (x) to the extent such Party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland as such Party's agent for acceptance of legal process, and (y) that 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. Service made pursuant to clauses (x) or (y) above shall have the same legal force and effect as if served upon such Party personally within the State of Maryland.

Consent to Jurisdiction. Each of the Parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) Any dispute relating hereto shall be brought in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate Delaware, or to the extent such court therefrom within does not have subject matter jurisdiction, the State United States District Court for the District of Delaware (orDelaware, if or to the Court of Chancery extent such court also does not have subject matter jurisdiction, another court of the State of Delaware declines to accept jurisdiction over Delaware, County of New Castle (each a particular matter“Chosen Court” and collectively, any state or federal court within the State of Delaware) (the “Chosen Courts”) in ), so long as one of such courts shall have subject matter jurisdiction over such dispute, and the event parties hereto agree to the exclusive jurisdiction and venue of the Chosen Courts. The parties hereto further agree that any dispute Proceeding seeking to enforce any provision of, or controversy arises based on any matter arising out of or in connection with, this Agreement (the “Applicable Matters”) shall be brought exclusively in a Chosen Court, and that any Proceeding arising out of this Agreement or any other Applicable Matter shall be deemed to have arisen from a transaction of business in the transactions contemplated hereby; (iii) agrees that it shall not attempt State of Delaware, and each of the parties hereto hereby irrevocably consents to deny or defeat the jurisdiction of such personal jurisdiction by motion or other request for leave from Chosen Courts in any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or and irrevocably and unconditionally waives, to the transactions contemplated hereby shall be broughtfullest extent permitted by law, tried and determined only in the Chosen Courts; (v) waives any objection that it such Person may now or hereafter have to the laying of the venue of any such Legal suit, action or Proceeding in the any such Chosen Courts Court or that any such Legal Proceeding was brought in any such Chosen Court has been brought in an inconvenient court forum. Such Persons further covenant not to bring a Proceeding with respect to the Applicable Matters (or that could affect any Applicable Matter) other than in such Chosen Court and not to challenge or enforce in another jurisdiction a judgment of such Chosen Court. Each party hereto hereby consents to service of process in any such Proceeding in any manner permitted by Delaware law, and agrees not that service of process on such party as provided for notices in Section 11 is reasonably calculated to plead or claim the same; give actual notice and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each be deemed effective service of the Parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit process on the judgment or in any other manner provided by applicable Lawsuch Person.

Consent to Jurisdiction. (a) Each of the Parties parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement action or proceeding relating to the transactions contemplated herebyby this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 9.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will 9.9 shall affect the right of any Party party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding action or proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within 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 or federal court sitting in New Castle County 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, or for recognition and enforcement of any judgment in respect thereof; (iii) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen CourtsCourt 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 sitting in New Castle County within the State of Delaware); (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding action or proceeding in the Chosen Courts any such court or that such Legal Proceeding action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall will not bring any Legal Proceeding action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtsaforesaid courts. Each of Parent, Merger Sub and the Parties Company agrees that a final judgment in any Legal Proceeding action or proceeding in the Chosen Courts will such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final court judgment.

Consent to Jurisdiction. Each of the Parties parties hereto hereby (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iva) agrees that any Legal Proceeding claim, suit, action or other proceeding, directly or indirectly, arising in connection with this Agreement out of, under or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby other Loan Documents, will be heard and determined in the Chancery Court of the State of Delaware (and each agrees that no such claim, action, suit or other proceeding relating to this Agreement or the other Loan Documents will be brought by it or any of its Affiliates except in such court), subject to any appeal, provided that if jurisdiction is not then available in the Chancery Court of the State of Delaware, then any such claim, suit, action or other proceeding may be brought in any Delaware state court or any federal court located in the State of Delaware and (b) irrevocably and unconditionally submits to the exclusive jurisdiction of any such court in any such claim, suit, action or other than proceeding and irrevocably and unconditionally waives the Chosen Courtsdefense of an inconvenient forum to the maintenance of any such claim, suit, action or other proceeding. Each of the Parties parties hereto further agrees that, to the fullest extent permitted by applicable Law, service of any process, summons, notice or document by U.S. registered mail to such Person’s respective address set forth in Section 10.12 will be effective service of process for any claim, action, suit or other proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. The parties hereto hereby agree that a final judgment in any Legal Proceeding in the Chosen Courts such claim, suit, action or other proceeding will be conclusive conclusive, subject to any appeal, and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Consent to Jurisdiction. Each of the Parties (i) irrevocably consents and unconditionally agrees that any legal action or proceeding with respect to this Agreement or any Ancillary Agreement and the service rights and obligations arising hereunder or thereunder, or for recognition and enforcement of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) judgment in any Legal Proceeding arising out respect of this Agreement or any Ancillary Agreement and the transactions contemplated herebyrights and obligations arising hereunder or thereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Xxxxxx Xxxxxx Xxxxxxxx Xxxxx for and on behalf the Southern District of itself or any of its properties or assetsNew York, or, if United States federal jurisdiction is unavailable, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Supreme Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (orNew York, if the Court of Chancery New York County. Each of the State Parties hereby irrevocably submits and shall cause the members of Delaware declines its Group to accept jurisdiction over a particular matter, submit with regard to any state such action or federal court within proceeding for itself or for the State members of Delaware) (the “Chosen Courts”) its Group and in the event that any dispute or controversy arises out respect of this Agreement its property or the transactions contemplated hereby; (iii) property of the members of its Group, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not and shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or cause the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue members of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees its Group not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding action relating to this Agreement or any of the transactions contemplated hereby by this Agreement or any Ancillary Agreement in any court other than the Chosen Courtsaforesaid courts. Each of the Parties hereby irrevocably waives, and agrees that not to assert, and shall cause the members of its Group to waive and not to assert by way of motion, as a final judgment defense, counterclaim or otherwise, in any Legal Proceeding action or proceeding with respect to this Agreement or any Ancillary Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 11.19, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the Chosen Courts will be conclusive and fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement or any Ancillary Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable Lawsuch courts.

Consent to Jurisdiction. Each of the Parties Guarantor, Agent and Lenders (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out by their acceptance of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (iiGuaranty) irrevocably and unconditionally consents and submits submits, for itself and its properties and assets in any Legal Proceeding property, to the exclusive general nonexclusive jurisdiction of the Court of Chancery courts of the State of Delaware New York located within the First Department of the New York State Unified Court System and of the United States District Court of the Southern District of New York, and any state appellate court therefrom within the State of Delaware (orfrom any thereof, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in any state action or federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises proceeding arising out of or relating to this Agreement Guaranty or the transactions contemplated hereby; (iii) any other Loan Document, or for recognition or enforcement of any judgment, and each of said parties irrevocably and unconditionally agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising all claims in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue respect of any such Legal Proceeding action or proceeding may be heard and determined in such New York State Court or, to the Chosen Courts or that fullest extent permitted by applicable law, in such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen CourtsFederal Court. Each of the Parties said parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or in any other Loan Document shall affect any right that the Agent or any Lender may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against Guarantor or any other Loan Party or its properties in the courts of any jurisdiction. Guarantor hereby agrees and consents that in addition to any methods of service of process provided for under applicable Lawlaw, all service of process in any such suit, action or proceeding in any New York State or Federal Court located within the Southern District of the State of New York may be made by certified or registered mail, return receipt requested, directed to Guarantor at the address indicated in Section 7 above and service so made shall be deemed completed five (5) days after the same shall have been so mailed.

Consent to Jurisdiction. (a) Each of Parent, the Parties Company and Buyer hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery courts of the State of Delaware New Jersey and (ii) the United States District Court for the District of New Jersey for the purposes of any state appellate Action arising out of or relating to the Transaction, this Agreement or any other Transaction Document, any provision hereof or thereof or the breach, performance, enforcement, validity or invalidity hereof or thereof. Each of Parent and the Company agrees that service of any process, summons, notice or document hand delivered or sent by U.S. registered mail to its respective address set forth in Section 15.7 will be effective service of process for any Action brought against it in any such court therefrom within with respect to any matters to which it has submitted to jurisdiction as set forth above. Buyer agrees that service of any process, summons, notice or document hand delivered or sent by U.S. registered mail to Buyer's address set forth in Section 15.7 will be effective service of process for any Action brought against it in any such court with respect to any matters to which it has submitted to jurisdiction as set forth above. Each of Parent, the State Company and Buyer irrevocably and unconditionally waives any objection to the laying of Delaware venue of any Action arising out of or relating to the Transaction, this Agreement or any other Transaction Document, any provision hereof or thereof or the breach, performance, enforcement, validity or invalidity hereof or thereof in (or, if i) the Court of Chancery courts of the State of Delaware declines to accept jurisdiction over a particular matterNew Jersey or (ii) the United States District Court for the District of New Jersey, any state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated and hereby shall be brought, tried further irrevocably and determined only in the Chosen Courts; (v) unconditionally waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any such court other than that any such Action brought in any such court has been brought in an inconvenient forum. Notwithstanding the Chosen Courts. Each of foregoing, Parent, the Parties agrees Company and Buyer agree that a final judgment in any Legal Proceeding in the Chosen Courts will action or proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment in any jurisdiction or in any other manner provided by applicable Lawin Law or in equity.

Consent to Jurisdiction. Each of the Parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside Any legal suit, action or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in New York, New York, or the courts of the State of New York in each case located in the Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be broughteffective service of process for any suit, tried action or other proceeding brought in any such court. The parties irrevocably and determined only in the Chosen Courts; (v) waives unconditionally waive any objection that it may now or hereafter have to the laying of venue of any such Legal Proceeding suit, action or other proceeding in the Chosen Specified Courts or that such Legal Proceeding was brought in an inconvenient court and agrees irrevocably and unconditionally waive and agree not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any such court that any such suit, action or other than the Chosen Courts. Each of the Parties agrees that a final judgment proceeding brought in any Legal Proceeding such court has been brought in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawan inconvenient forum. EACH OF THE PLACEMENT AGENT AND THE COMPANY HEREBY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING, WITHOUT LIMITATION, THE OFFERING).

Consent to Jurisdiction. Each of the Parties parties hereto (ia) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement action or proceeding relating to the transactions contemplated herebyby this Agreement, the Commitment Letter and the Guarantee, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 9.10 or in such other manner as may be permitted by applicable Lawlaw, and nothing in this Section 16(b) will 9.10 shall affect the right of any Party party to serve legal process in any other manner permitted by applicable Law; law, (iib) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding action or proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement Agreement, the Commitment Letter, the Guarantee or the transactions contemplated hereby; hereby or thereby, the Commitment Letter, the Guarantee, or for recognition and enforcement of any judgment in respect thereof, (iiic) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; , (ivd) agrees that any Legal Proceeding actions or proceedings arising in connection with this Agreement Agreement, the Commitment Letter, the Guarantee or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Chosen Courts; Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (vor, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), (e) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding action or proceeding in the Chosen Courts any such court or that such Legal Proceeding action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; same and (vif) agrees that it shall will not bring any Legal Proceeding action relating to this Agreement Agreement, the Commitment Letter, the Guarantee or the transactions contemplated hereby or thereby in any court other than the Chosen Courtsaforesaid courts. Each of Newco, Merger Sub and the Parties Company agrees that a final judgment in any Legal Proceeding action or proceeding in the Chosen Courts will such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawlaw.

Consent to Jurisdiction. Each of the Parties (i) parties hereto irrevocably consents agrees that any legal action or proceeding with respect to this Agreement and the service rights and obligations arising hereunder, or for recognition and enforcement of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) judgment in any Legal Proceeding arising out respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (). Each of the “Chosen Courts”) parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the event that any dispute or controversy arises out personal jurisdiction of this Agreement or the transactions contemplated hereby; (iii) aforesaid courts and agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall will not bring any Legal Proceeding action relating to this Agreement or any of the transactions contemplated hereby in any court other than the Chosen Courtsaforesaid courts. Each of the Parties parties hereto hereby irrevocably waives, and agrees that not to assert, by way of motion, as a final judgment defense, counterclaim or otherwise, in any Legal Proceeding action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 12(k), (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the Chosen Courts will be conclusive and fullest extent permitted by the applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable Lawsuch courts.

Consent to Jurisdiction. Each of the Parties (i) irrevocably consents agrees that any legal action, suit or proceeding with respect to the service of the summons interpretation and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out enforcement of this Agreement or and the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, for including negotiations thereof, shall be brought and on behalf of itself or any of its properties or assets, determined exclusively in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery of the State of Delaware and any state appellate court therefrom within the State state of Delaware (or, if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (, including any applicable appellate court). Each of the “Chosen Courts”) Parties irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the event that any dispute or controversy arises out personal jurisdiction of this Agreement or the transactions contemplated hereby; (iii) aforesaid courts and agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall will not bring any Legal Proceeding action relating to this Agreement or any of the transactions contemplated hereby by this Agreement in any court other than the Chosen Courtsaforesaid courts. Each of the Parties irrevocably waives, and agrees that not to assert, as a final judgment defense in any Legal legal action, suit or Proceeding for the interpretation or enforcement of this Agreement or of any document referred to in this Agreement, 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 Chosen Courts will venue thereof may not be conclusive and appropriate or that this Agreement or any such document may not be enforced in or by such courts. The Parties consent to and grant to the extent permitted by Law, any said court jurisdiction over the subject matter of any dispute contemplated by this Section 9.2 and agree that mailing of process or other jurisdictions by papers in connection with any such action, suit on or proceeding in the judgment manner provided in Section 10.3 or in any such other manner provided as may be permitted by applicable LawLaw shall be valid and sufficient service thereof.

Consent to Jurisdiction. Each of the Parties (i) Borrower irrevocably consents submits to the service of the summons and complaint and any other process (whether inside or outside the territorial non-exclusive jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery courts of the State of Delaware New York and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery courts of the State United States of Delaware declines to accept jurisdiction over a particular matterAmerica, any state or federal court within the State of Delaware) (the “Chosen Courts”) in either case located in the event that any dispute or controversy arises out City of this Agreement or the transactions contemplated hereby; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) New York, and agrees that any Legal Proceeding legal action, suit or proceeding arising in connection with this Agreement out of or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or any of the transactions contemplated hereby other Credit Documents may be brought against such party in any court other than the Chosen Courtssuch courts. Each of the Parties agrees that a final Final judgment against any Borrower in any Legal Proceeding in the Chosen Courts will such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction by suit on the judgment judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Paragraph 8.13 shall affect the right of Agent or any Lender to commence legal proceedings or otherwise xxx any Borrower in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon any Borrower in any manner authorized by the laws of any such jurisdiction. Each Borrower agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. Without limiting the foregoing, each Borrower hereby appoints, in the case of any such action or proceeding brought in the courts of or in the State of New York, CT Corporation, with offices on the date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, to receive for it and on its behalf, service of process in the State of New York with respect thereto, provided each Borrower may appoint any other person, reasonably acceptable to Agent, with offices in the State of New York to replace such agent for service of process upon delivery to Agent of a reasonably acceptable agreement of such new agent agreeing so to act. Each Borrower irrevocably waives to the fullest extent permitted by applicable Lawlaw (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 any such 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 Agreement or any other Credit Document from any suit, execution, attachment (whether 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 moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Agreement or any other Credit Document to post security for the costs of such Borrower or to post a bond or to take similar action. The obligations of Borrower under this Paragraph 8.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Consent to Jurisdiction. Each of the Parties (i) irrevocably The Company hereby consents to the service jurisdiction of any state or federal court located within the summons County of New York, State of New York and complaint irrevocably agrees that, subject to the purchaser's election, all actions or proceedings relating to this Agreement, the Series 1 Certificate of Designations, the Shares or the Conversion Shares may be litigated in such courts. The Company accepts for itself and any other process (whether inside or outside in connection with its properties, generally and unconditionally, the territorial nonexclusive jurisdiction of the Chosen Courts) aforesaid courts and waives any defense of forum non conveniens, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, the Series 1 Certificate of Designations, the Amended and Restated Registration Rights Agreement, the Shares or the Conversion Shares. The Company designates and appoints CSC, the United States Corporation Company, and such other persons as may hereafter be selected by the Company and which irrevocably agree in writing to so serve as its agent, to receive on its behalf service of all process in any Legal Proceeding arising out such proceeding in any such court, such service being hereby acknowledged by the Company to be effective and binding service in every respect. A copy of this Agreement or any such process so served shall be mailed by registered mail to the transactions contemplated hereby, for and on behalf Company at the address of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted the Company provided hereunder except that unless otherwise provided by applicable Lawlaw, any failure to mail such copy shall not affect the validity of service of process. As an alternative to service of process on such agent (whether or not any such agent has been appointed), the Company hereby agrees that service upon it by mail shall constitute sufficient notice and nothing in this Section 16(b) will service of process. Nothing herein shall affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to law or shall limit the exclusive general jurisdiction right of the Court of Chancery of purchaser to bring proceedings or obtain or enforce judgments against 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 state or federal court within the State of Delaware) (the “Chosen Courts”) Company in the event that any dispute or controversy arises out of this Agreement or the transactions contemplated hereby; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue courts of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the Parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawjurisdiction.

Consent to Jurisdiction. Each of the Parties (i) The parties hereto hereby irrevocably consents submit to the service of the summons and complaint and any other process (whether inside or outside the territorial non-exclusive jurisdiction of the Chosen Courts) courts of the State of New York and the federal courts of the United States of America located in New York, and appropriate appellate courts therefrom, over any Legal Proceeding dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby, for and on behalf each party hereby irrevocably agrees that all claims in respect of itself such dispute or any of its properties or assets, in accordance with Section 15 or proceeding may be heard and determined in such other manner as may be courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 matterlaw, any state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it which they may now or hereafter have to the laying of venue of any such Legal Proceeding in the Chosen Courts dispute arising out of or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or any of the transactions contemplated hereby brought in such court or any court other than defense of inconvenient forum for the Chosen Courtsmaintenance of such dispute. Each of the Parties parties hereto agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawlaw. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, or proceeding of the nature specified in the paragraph above by the mailing of a copy thereof in the manner specified by the provisions of subsection (b) of this Section 11. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Consent to Jurisdiction. Each of the Parties Company and the Subscribers (i) hereby irrevocably consents submits to the service of the summons and complaint and any other process (whether inside or outside the territorial exclusive jurisdiction of the Chosen Courts) United States District Court sitting in the Southern District of New York and the courts of the State of New York located in New York county for the purposes of any Legal Proceeding suit, action or proceeding arising out of or relating to this Agreement or any of the other Transaction Documents or the transactions contemplated hereby, for hereby or thereby and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law(ii) hereby waives, and nothing agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Subscribers consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 16(b) will 5.2 shall affect the or limit any right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) law. Each party hereby irrevocably waives personal service of process and unconditionally consents and submits itself and its properties and assets to process being served in any Legal Proceeding such suit, action or proceeding by mailing a copy thereof to such party at the exclusive general jurisdiction of the 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 address for such notices to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises out of it under this Agreement or the transactions contemplated hereby; (iii) and agrees that it such service shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have deemed to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby limit in any court other than the Chosen Courts. Each of the Parties agrees that a final judgment way any right to serve process in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions manner permitted by suit on the judgment or in any other manner provided by applicable Lawlaw.

Consent to Jurisdiction. Each of the Parties (i) irrevocably consents and unconditionally agrees that any legal action or proceeding with respect to this Agreement or any Ancillary Agreement and the service rights and obligations arising hereunder or thereunder, or for recognition and enforcement of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) judgment in any Legal Proceeding arising out respect of this Agreement or any Ancillary Agreement and the transactions contemplated herebyrights and obligations arising hereunder or thereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the United States District Court for and on behalf the Southern District of itself or any of its properties or assetsNew York, or, if United States federal jurisdiction is unavailable, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Supreme Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (orNew York, if the Court of Chancery New York County. Each of the State Parties hereby irrevocably submits and shall cause the members of Delaware declines its Group to accept jurisdiction over a particular matter, submit with regard to any state such action or federal court within proceeding for itself or for the State members of Delaware) (the “Chosen Courts”) its Group and in the event that any dispute or controversy arises out respect of this Agreement its property or the transactions contemplated hereby; (iii) property of the members of its Group, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not and shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or cause the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue members of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees its Group not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding action relating to this Agreement or any of the transactions contemplated hereby by this Agreement or any Ancillary Agreement in any court other than the Chosen Courtsaforesaid courts. Each of the Parties hereby irrevocably waives, and agrees that not to assert, and shall cause the members of its Group to waive and not to assert by way of motion, as a final judgment defense, counterclaim or otherwise, in any Legal Proceeding action or proceeding with respect to this Agreement or any Ancillary Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 11.19, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the Chosen Courts will be conclusive and fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement or any Ancillary Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable Lawsuch courts.

Consent to Jurisdiction. Each It is the desire and intent of the Parties (i) irrevocably consents to the service of the summons and complaint and parties hereto that any other process (whether inside disputes or outside the territorial jurisdiction of the Chosen Courts) controversies arising under or in any Legal Proceeding arising out of connection with this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, be resolved pursuant to arbitration in accordance with Section 15 6.9; provided, however, that, to the extent that Section 6.9 is held to be invalid or unenforceable for any reason, and the result is that the parties hereto are precluded from resolving any claim arising under or in such other manner as may be permitted by applicable Lawconnection with this Agreement pursuant to the terms of Section 6.9 (after giving effect to the terms of Section 6.3), and nothing in the following provisions of this Section 16(b6.8 shall govern the resolution of all disputes or controversies arising under this Agreement. With respect to any suit, action or proceeding (“Proceeding”) will arising out of or relating to this Agreement or any transaction contemplated hereby each of the parties hereto hereby irrevocably (a) submits to the exclusive jurisdiction of (A) the United States District Court for the Southern District of New York or (B) in the event that such court lacks jurisdiction to hear the claim, the state courts of New York located in the borough of Manhattan, New York City (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided, however, that a party may commence any Proceeding in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts; (b) consents to service of process in any Proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to the party at his or her respective address referred to in Section 6.1 hereof; provided, however, that nothing herein shall affect the right of any Party party hereto to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the samelaw; and (vic) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the Parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable LawTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Consent to Jurisdiction. Each of the Parties Party irrevocably agrees and consents (ia) irrevocably consents to submit itself to the service of the summons and complaint and any other process (whether inside or outside the territorial exclusive jurisdiction of the Chosen CourtsCircuit Court for Baltimore City (Maryland), and to request assignment to the Business and Technology Case Management Program (the “Maryland Court”) in for the purpose of any Legal Proceeding Action (whether based on contract, tort or otherwise), directly or indirectly, arising out of or relating to this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; actions of the Parties in the negotiation, administration, performance and enforcement of this Agreement, (iiib) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; , (ivc) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) it waives any objection that it may now or hereafter have to the laying of venue of any such Legal Proceeding Action in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court Maryland Court and agrees not to plead or claim in the same; and Maryland Court that such litigation brought therein has been brought in any inconvenient forum, (vid) agrees that it shall will not bring any Legal Proceeding Action relating to this Agreement or the transactions contemplated hereby by this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement of this Agreement in any court other than the Chosen Courts. Each of the Parties agrees Maryland Court, and (e) that a final judgment in any Legal Proceeding in the Chosen Courts will Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each Party hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any Action to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each Party agrees, (x) to the extent such Party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland as such Party’s agent for acceptance of legal process, and (y) that 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. Service made pursuant to clauses (x) or (y) above shall have the same legal force and effect as if served upon such Party personally within the State of Maryland.

Consent to Jurisdiction. Each of the Xxxxx Parties (i) and the Xxxxxxx-Xxxxxx Parties irrevocably consents agrees that any legal action or proceeding with respect to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or Agreement, the transactions contemplated hereby, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and on behalf enforcement of itself any judgment in respect hereof brought by another party hereto or any of its properties successors or assets, in accordance with Section 15 or in such other manner as permitted assigns may be permitted by applicable Law, brought and nothing in this Section 16(b) will affect the right of any Party to serve legal process determined in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets federal or state court located in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or federal court within the State of Delaware) (, and each of the “Chosen Courts”) Xxxxx Parties and the Xxxxxxx-Xxxxxx Parties hereby irrevocably submits with regard to any such action or proceeding for themselves and in respect to their property, generally and unconditionally, to the event that exclusive jurisdiction of the aforesaid courts. Each of the Xxxxx Parties and the Xxxxxxx-Xxxxxx Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any dispute action or controversy arises out of proceeding with respect to this Agreement or Agreement, the transactions contemplated hereby; , any provision hereof or the breach, performance, enforcement, validity or invalidity hereof, (iiia) agrees any claim that it shall is not attempt personally subject to deny or defeat such personal the jurisdiction by motion or of the above-named courts for any reason other request for leave from any such court; than the failure to lawfully serve process, (ivb) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue its property is exempt or immune from jurisdiction of any such Legal Proceeding court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the Chosen Courts fullest extent permitted by Applicable Laws, that (i) the suit, action or that proceeding in any such Legal Proceeding was court is brought in an inconvenient court and agrees not to plead forum, (ii) the venue of such suit, action or claim the same; proceeding is improper and (viiii) agrees that it shall not bring any Legal Proceeding relating to this Agreement Agreement, or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the Parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable Lawsuch courts.

Consent to Jurisdiction. Each of the Parties (i) irrevocably consents The parties hereto agree that any legal proceeding by or against any party hereto or with respect to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or otherwise concerning any other Relevant Matter shall be brought exclusively in the transactions contemplated herebyDelaware Court of Chancery. By execution and delivery of this Agreement, each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such court therefrom solely for the purposes of disputes arising under this Agreement or otherwise with respect to or concerning any Relevant Matter and on behalf not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto irrevocably consent to the service of itself process out of such court in any such action or any proceeding by the delivery of its properties or assets, in accordance with Section 15 or in copies thereof by overnight courier to the address for such other manner as may party to which notices are deliverable hereunder. Any such service of process shall be permitted by applicable Law, and nothing in this Section 16(b) will effective upon delivery. Nothing herein shall affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in laws. The parties hereto hereby waive any Legal Proceeding right to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and stay or dismiss 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 state action or federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute proceeding under or controversy arises out of this Agreement or the transactions contemplated hereby; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or any Relevant Matter brought before the transactions contemplated hereby shall be brought, tried and determined only in foregoing courts on the Chosen Courts; basis of (vi) waives any objection claim that it may now or hereafter have is not personally subject to the venue jurisdiction of the above-named court for any such Legal Proceeding in the Chosen Courts reason, or that it or any of its property is immune from the above-described legal process, (ii) that such Legal Proceeding was action or proceeding is brought in an inconvenient court and agrees not to plead forum, that venue for the action or claim the same; and (vi) agrees proceeding is improper or that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the Parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may not be enforced in other jurisdictions or by suit on the judgment such court, or in (iii) any other manner provided by applicable Lawdefense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction.

Consent to Jurisdiction. Each of the Parties (ia) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement relating to the Merger or the transactions contemplated herebyGuarantee, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 9.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) 9.10 will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (iib) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 arises out of this Agreement Agreement, the Guarantee or the transactions contemplated herebyhereby or thereby; (iiic) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (ivd) agrees that any Legal Proceeding arising in connection with this Agreement Agreement, the Guarantee or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Chosen Courts; (ve) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vif) agrees that it shall not bring any Legal Proceeding relating to this Agreement Agreement, the Guarantee or the transactions contemplated hereby or thereby in any court other than the Chosen Courts. Each of Parent, Merger Sub and the Parties Company agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Consent to Jurisdiction. (a) Each of the Parties (i) parties hereto irrevocably consents agrees that any legal action or proceeding with respect to this Agreement and the service rights and obligations arising hereunder, or for recognition and enforcement of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) judgment in any Legal Proceeding arising out respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (). Each of the “Chosen Courts”) parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the event that any dispute or controversy arises out personal jurisdiction of this Agreement or the transactions contemplated hereby; (iii) aforesaid courts and agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall will not bring any Legal Proceeding action relating to this Agreement or any of the transactions contemplated hereby by this Agreement in any court other than the Chosen Courtsaforesaid courts. Each of the Parties parties hereto hereby irrevocably waives, and agrees that not to assert as a final judgment defense, counterclaim or otherwise, in any Legal Proceeding action or proceeding with respect to this Agreement, (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 in accordance with this Section 9.9, (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 Chosen Courts will be conclusive and fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject mater hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable Lawsuch courts.

Consent to Jurisdiction. Each of the Parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside parties agrees that all actions, suits or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding proceedings arising out of or based upon this Agreement or the transactions contemplated hereby, for subject matter hereof shall be brought and on behalf maintained exclusively in the federal courts located in the State of itself or any Delaware. Each of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted the parties by applicable Law, and nothing in this Section 16(bexecution hereof (a) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) hereby irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of federal courts located in the State of Delaware and for the purpose of any state appellate court therefrom within the State of Delaware (oraction, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state suit or federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated hereby; subject matter hereof and (iiib) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court extent not prohibited by applicable law, and agrees not to plead assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that such party is not subject personally to the same; and (vi) agrees jurisdiction of the above-named court, that he or it shall is immune from extraterritorial injunctive relief or other injunctive relief, that such party’s property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not bring be brought or maintained in one of the above-named court should be dismissed on the grounds of forum non conveniens, should be transferred to any Legal Proceeding relating to this Agreement court other than one of the above-named court, should be stayed by virtue of the pendency of any other action, suit or the transactions contemplated hereby proceeding in any court other than one of the Chosen Courtsabove-named court, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named court. Each of the Parties parties hereto hereby consents to service of process in any such suit, action or proceeding in any manner permitted by the laws of the State of Delaware, agrees that service of process by registered or certified mail, return receipt requested, at the address specified in or pursuant to Section 18.2 hereof is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a final judgment defense or otherwise, in any Legal Proceeding such action, suit or proceeding any claim that service of process made in accordance with Section 18.2 hereof does not constitute good and sufficient service of process. The provisions of this Section 18.4 shall not restrict the ability of any party to enforce in any court any judgment obtained in the Chosen Courts will be conclusive and may be enforced federal courts located in other jurisdictions by suit on the judgment or in any other manner provided by applicable LawState of Delaware.

Consent to Jurisdiction. Each of the Parties parties hereto (a) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (the “Delaware Court of Chancery”) and to the jurisdiction of the United States District Court for the State of Delaware, for the purpose of any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement and each of the parties hereto hereby irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined exclusively in any Delaware state or federal court; (b) (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement other action or proceeding relating to the transactions contemplated herebyby this Agreement, for and on behalf of itself or any its property, by personal delivery of its properties or assets, in accordance with Section 15 or in copies of such other manner as may be permitted by applicable Law, process to such party and nothing in this Section 16(b16(j) will shall affect the right of any Party party to serve legal process in any other manner permitted by applicable Law; Law and (ii) irrevocably and unconditionally consents and submits to submit itself and its properties and assets in any Legal Proceeding to the exclusive general personal jurisdiction of the Delaware Court of Chancery Chancery, any other court of the State of Delaware and any state appellate Federal court therefrom within sitting in the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or 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; by this Agreement, (iiic) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vid) agrees that it shall will not bring any Legal Proceeding action relating to this Agreement or the transactions contemplated hereby by this Agreement in any court other than the Chosen CourtsDelaware Court of Chancery (or, if (but only if) the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any Federal court sitting in the State of Delaware). Each of the Parties parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Consent to Jurisdiction. Each of the Parties parties hereto irrevocably (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of submit itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, solely if such court lacks subject matter jurisdiction, the United States District Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within sitting in New Castle County in the State of Delaware) (the “Chosen Courts”) in the event that , with respect to any dispute arising out of, relating to or controversy arises out of in connection with this Agreement or the transactions any transaction contemplated hereby; , (iiiii) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; , and (iviii) agrees that it will not bring any Legal Proceeding action arising out of, relating to or in connection with this Agreement or any transaction contemplated by this Agreement in any court other than any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any legal proceeding arising out of this Agreement or the transactions contemplated hereby in the chancery courts of the State of Delaware or in any Federal court located in the State of Delaware, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such legal proceeding brought in any such court has been brought in an inconvenient forum. Each of the Stockholders, Acquiror and Merger Sub hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 13(a) shall be effective service of process for any proceeding arising out of, relating to or in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the Parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawhereby.

Consent to Jurisdiction. Each of To the Parties (i) fullest extent permitted by law, each Member hereby irrevocably consents and agrees, for the benefit of each party, that any legal action, suit or proceeding against it with respect to the service of the summons and complaint and its obligations, liabilities or any other process (whether inside matter under or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only brought in any federal or state court located in the Chosen Courts; District of Columbia (v) a "Permitted Court"), and hereby irrevocably accepts and submits to the exclusive jurisdiction of the Permitted Court with respect to any such action, suit or proceeding. To the fullest extent permitted by law, each Member also hereby irrevocably consents and agrees, for the benefit of each other party, that any legal action, suit or proceeding against it shall be brought in any Permitted Court, and hereby irrevocably accepts and submits to the exclusive jurisdiction of each such Permitted Court with respect to any such action, suit or proceeding. To the fullest extent permitted by law, each Member waives any objection that which it may now or hereafter have to the laying of venue of any such Legal Proceeding in of the Chosen Courts aforesaid actions, suits or that such Legal Proceeding was proceedings brought in an inconvenient court any such Permitted Court and hereby further waives and agrees not to plead or claim in any such Permitted Court that any such action, suit or proceeding brought therein has been brought in an inconvenient forum (but the same; and (vi) foregoing shall not be construed as a waiver of any federal jurisdictional requirements applicable thereto). To the fullest extent permitted by law, each Member agrees that it shall not bring any Legal Proceeding relating all notices that are required to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the Parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and given hereunder may be enforced in other jurisdictions given by suit on the judgment or in any other manner provided by applicable Lawattorneys for the respective parties. EACH MEMBER WAIVES TRIAL BY JURY IN CONNECTION WITH ANY ACTION ARISING UNDER OR RELATED TO THIS AGREEMENT.

Consent to Jurisdiction. (a) Each of the Parties (i) parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any party hereto or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Law, in such federal court. Each of the parties hereby irrevocably agrees, to the fullest extent each may effectively do so, that each will not assert any defense that such courts do not have subject matter or personal jurisdiction of such action or proceeding or over any party hereto. Each of the parties hereby irrevocably consents to the service of copies of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) which may be served in any Legal Proceeding arising out such action or proceeding by certified mail, return receipt requested, or by delivering of this Agreement a copy of such process to such party at its address specified in Section 10.02 or the transactions contemplated hereby, for and on behalf of itself or by any of its properties or assets, in accordance with Section 15 or in such other manner as may be method permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtslaw. Each of the Parties parties hereby agrees that a final judgment in any Legal Proceeding in the Chosen Courts will such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in by any other manner provided by applicable Lawlaw. Each Loan Party (other than the Lead Borrower) hereby agrees that service of process may be made upon the Lead Borrower and each other Loan Party hereby irrevocably appoints the Lead Borrower its authorized agent to accept such service of process, and agrees that the failure of the Lead Borrower to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. To the extent that any Loan Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Loan Party hereby irrevocably waives such immunity in respect of its obligations under this Agreement.

Consent to Jurisdiction. Each of the Parties parties hereto (ia) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement action or proceeding relating to the transactions contemplated herebyby this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 8.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will 8.13 shall affect the right of any Party party to serve legal process in any other manner permitted by applicable Law; (iib) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding action or proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or 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 herebyhereby (including the Merger), or for recognition and enforcement of any judgment in respect thereof; (iiic) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (ivd) agrees that any Legal Proceeding actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby (including the Merger) shall be brought, tried and determined only in the Chosen CourtsCourt of Chancery of the State of Delaware (or, only 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); (ve) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding action or proceeding in the Chosen Courts any such court or that such Legal Proceeding action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vif) agrees that it shall will not bring any Legal Proceeding action relating to this Agreement or the transactions contemplated hereby (including the Merger) in any court other than the Chosen Courtsaforesaid courts. Each of Parent, Merger Sub and the Parties Company agrees that a final judgment in any Legal Proceeding action or proceeding in the Chosen Courts will such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Consent to Jurisdiction. (a) Each of the Parties (i) parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any party hereto or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereby irrevocably agrees, to the fullest extent each may effectively do so, that each will not assert any defense that such courts do not have subject matter or personal jurisdiction of such action or proceeding or over any party hereto. Each of the parties hereby irrevocably consents to the service of copies of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) which may be served in any Legal Proceeding arising out such action or proceeding by certified mail, return receipt requested, or by delivering of this Agreement a copy of such process to such party at its address specified in Section 10.02 or the transactions contemplated hereby, for and on behalf of itself or by any of its properties or assets, in accordance with Section 15 or in such other manner as may be method permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtslaw. Each of the Parties parties hereby agrees that a final judgment in any Legal Proceeding in the Chosen Courts will such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in by any other manner provided by applicable Lawlaw. Each Loan Party (other than the Company) hereby agrees that service of process may be made upon the Company and each other Loan Party hereby irrevocably appoints the Company its authorized agent to accept such service of process, and agrees that the failure of the Company to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. To the extent that any Loan Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Loan Party hereby irrevocably waives such immunity in respect of its obligations under this Agreement.

Consent to Jurisdiction. Each of the Parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside parties agrees that all actions, suits or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding proceedings arising out of or based upon this Agreement or the transactions contemplated hereby, for subject matter hereof shall be brought and on behalf of itself or any of its properties or assets, maintained exclusively in accordance with Section 15 or in such other manner as may be permitted by applicable Law, the federal and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery state courts of the State of Delaware New York, provided that the Company may bring any such action, suit or proceeding against any Subscriber in any jurisdiction in which such Subscriber is subject to personal jurisdiction. Each of the parties hereto by execution hereof (i) hereby irrevocably submits to the jurisdiction of the federal and any state appellate court therefrom within courts in the State of Delaware (orNew York for the purpose of any action, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state suit or federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated hereby; subject matter hereof and (iiiii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court extent not prohibited by applicable law, and agrees not to plead assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that he or it is not subject personally to the same; and (vi) agrees jurisdiction of the above-named courts, that he or it shall is immune from extraterritorial injunctive relief or other injunctive relief, that his or its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not bring be brought or maintained in one of the above-named courts, that any Legal Proceeding relating such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to this Agreement any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or the transactions contemplated hereby proceeding in any court other than one of the Chosen Courtsabove-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts. Each of the Parties parties hereto hereby consents to service of process in any such suit, action or proceeding in any manner permitted by the laws of the State of New York, agrees that service of process by registered or certified mail, return receipt requested, at the address specified in Schedule 1 hereto is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a final judgment defense or otherwise, in any Legal Proceeding in such action, suit or proceeding any claim that such service of process does not constitute good and sufficient service of process. The provisions of this Section 8.2 shall not restrict the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or ability of any party to enforce in any other manner provided by applicable Lawcourt any judgment obtained in a federal or state court of the State of New York.

Consent to Jurisdiction. Each of the Parties (i) parties hereto irrevocably consents agrees that any legal action or proceeding with respect to this Agreement and the service rights and obligations arising hereunder, or for recognition and enforcement of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) judgment in any Legal Proceeding arising out respect of this Agreement or and the transactions contemplated herebyrights and obligations arising hereunder shall be brought and determined exclusively in the Court of Chancery of the State of Delaware, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing the event (but only in this Section 16(bthe event) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of that the Court of Chancery of the State of Delaware and any state appellate court therefrom within or the State of Delaware (or, if Supreme Court determines that 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 declines to accept jurisdiction over a particular matter, any state or the federal court within courts of the United States located in the State of Delaware) (. Each of the “Chosen Courts”) parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the event that any dispute or controversy arises out personal jurisdiction of this Agreement or the transactions contemplated hereby; (iii) aforesaid courts and agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall will not bring any Legal Proceeding action relating to this Agreement or any of the transactions contemplated hereby by this Agreement in any court or tribunal other than the Chosen Courtsaforesaid courts. Each of the Parties parties hereto hereby irrevocably waives, and agrees that not to assert, by way of motion, as a final defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any Legal Proceeding claim that it is not personally subject to the jurisdiction of the above named courts for any reason, (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 Chosen Courts will be conclusive and fullest extent permitted by the applicable law, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable Lawsuch courts. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY AND VOLUNTARILY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction. Each of Borrower, the Parties (i) Agents and the Lenders hereby irrevocably consents submits to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of any New York state or United States federal court sitting in the Chosen Courts) in Borough of Manhattan over any Legal Proceeding action or proceeding arising out of this Agreement or the transactions contemplated herebyrelating to any Claim, for and on behalf each of itself them hereby irrevocably agrees that all Claims in respect of such action or any of its properties or assets, in accordance with Section 15 or proceeding may be heard and determined in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 New York state or United States federal court within court. Each of Borrower, the State of Delaware) (Agents and the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement or the transactions contemplated hereby; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) Lenders irrevocably waives any objection that it may now or hereafter have to the laying of venue of any in such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court forums and agrees not to plead or claim that any such action or proceeding brought in any such New York state or United States federal court has been brought in an inconvenient forum. Borrower hereby irrevocably appoints the same; Process Agent as its agent to receive on behalf of it and (vi) agrees its property service of copies of the summons and complaint and any other process that it shall not bring may be served in any Legal Proceeding relating such action or proceeding. Such service may be made by mailing or delivering a copy of such process to Borrower in care of the Process Agent at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. In addition and as an alternative method of service, Borrower also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower at its address set forth on the signature pages to this Agreement or the transactions contemplated hereby in any court other than the Chosen CourtsAgreement. Each of the Parties Borrower agrees that a final judgment in any Legal Proceeding in the Chosen Courts such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Nothing in this Section 8.19 will affect the right of the Agents and the Lenders to serve legal process in any other manner permitted by Law or affect the right of the Agents and the Lenders to bring any action or proceeding against Borrower or its property in the courts of any other jurisdiction. If for any reason the Process Agent ceases to be available to act as Process Agent, Borrower agrees immediately to appoint a replacement Process Agent satisfactory to the Agents.

Consent to Jurisdiction. Each of the Parties parties hereto (ia) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement action or proceeding relating to the transactions contemplated herebyby this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Applicable Law, and nothing in this Section 16(b) will 10.13 shall affect the right of any Party party to serve legal process in any other manner permitted by applicable Applicable Law; (iib) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding action or proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within 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 other state or federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement Table of Contents or the transactions contemplated herebyhereby (including the Merger), or for recognition and enforcement of any judgment in respect thereof; (iiic) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (ivd) agrees that any Legal Proceeding actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby (including the Merger) shall be brought, tried and determined only in the Chosen CourtsCourt 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 other state or federal court within the State of Delaware); (ve) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding action or proceeding in the Chosen Courts any such court or that such Legal Proceeding action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vif) agrees that it shall will not bring any Legal Proceeding action relating to this Agreement or the transactions contemplated hereby (including the Merger) in any court other than the Chosen Courtsaforesaid courts. Each of Parent, Merger Sub and the Parties Company agrees that a final judgment in any Legal Proceeding action or proceeding in the Chosen Courts will such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Applicable Law.

Consent to Jurisdiction. Each of the Parties parties hereto (ia) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement action or proceeding relating to the transactions contemplated herebyby this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 8.6 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will 8.14 shall affect the right of any Party party hereto to serve legal process in any other manner permitted by applicable LawLaw (provided that all notices must comply with Section 8.6 to be deemed given hereunder); (iib) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding action or proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within 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 or 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, or for recognition and enforcement of any judgment in respect thereof; (iiic) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (ivd) agrees that any Legal Proceeding actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen CourtsCourt 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); (ve) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding action or proceeding in the Chosen Courts any such court or that such Legal Proceeding action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vif) agrees that it shall will not bring any Legal Proceeding action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtsaforesaid courts (other than any action brought to enforce a decision made by the aforesaid courts). Each of Parent, Merger Sub and the Parties Company agrees that a final judgment in any Legal Proceeding action or proceeding in the Chosen Courts will such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Consent to Jurisdiction. Each Party irrevocably agrees (a) to submit itself to the exclusive jurisdiction and forum of the Circuit Court for Baltimore City (Maryland) (or, if that court does not have jurisdiction to the United States District Court for the State of Maryland, Northern Division) (the “Maryland Courts”) for the purpose of any Action (whether based on contract, tort or otherwise), directly or indirectly, arising out of or relating to this Agreement or the transactions contemplated by this Agreement or the actions of the Parties in the negotiation, administration, performance and enforcement of this Agreement, (ib) irrevocably consents to request and/or consent to the service assignment of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding dispute arising out of this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; actions of the Parties in the negotiation, administration, performance and enforcement of this Agreement to the Business and Technology Case Management Program of the Circuit Court for Baltimore City (iiiMaryland), (c) agrees that it shall will not attempt to deny or defeat such personal jurisdiction or forum by motion or other request for leave from any such court; , (ivd) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall will not bring any Legal Proceeding Action relating to this Agreement or the transactions contemplated hereby by this Agreement or the actions of the Parties in the negotiation, administration, performance and enforcement of this Agreement in any court other than the Chosen Maryland Courts. Each of the Parties agrees , and (e) that a final judgment in any Legal Proceeding in the Chosen Courts will Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each of the Parties agrees, that service of process may be made within or outside the State of Maryland, and agree that service of process on such Party at the address referred to in Section 10.2 (or such other address as may be specified in accordance with Section 10.2) by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service shall be deemed effective service of process. Service made pursuant to the foregoing sentence shall have the same legal force and effect as if served upon such Party personally within the State of Maryland.

Consent to Jurisdiction. Each Notwithstanding the place where any Liability originates or arises, or is to be repaid, any suit, action or proceeding arising out of or relating to this Guaranty, any of the Parties (i) Agreements, or any borrowing made in connection with any of the Agreements, may be instituted in any court of the United States of America or the State of Michigan, sitting in the City of Detroit, State of Michigan, or in any court of the United States of America or the State of Indiana, sitting in the City of Indianapolis, State of Indiana, and each Guarantor hereby irrevocably waives any objection which it may have or hereafter have to the laying of the venue of any such suit, action or proceeding and any claim that any such suit, action or proceeding has been brought in an inconvenient forum; and each Guarantor hereby irrevocably submits his person and property to the jurisdiction of any such court in any such suit, action or proceeding. Each Guarantor hereby consents to the service of the summons and complaint and process in any other process (whether inside suit, action or outside the territorial jurisdiction proceeding of the Chosen Courts) nature referred to in any Legal Proceeding arising out this Paragraph by the mailing of this Agreement a copy thereof by registered or certified mail, postage prepaid, or personally delivering a copy thereof to such Guarantor, at the transactions contemplated herebyaddress set forth under its signature below, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in at such other manner address as such Guarantor may be permitted by applicable Law, and nothing hereafter specify to the Lenders in writing. Nothing in this Section 16(b) will Paragraph shall affect the right of any Party Lender to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and law or limit the right of the Lenders to bring proceedings against any Guarantor or any of its properties and assets property in the courts of any other jurisdiction in which it is subject to service of process. To the extent that any Guarantor now or hereafter may be entitled, in any Legal Proceeding jurisdiction in which proceedings may at any time be commenced with respect to the exclusive general jurisdiction of the 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 state or federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement Guaranty or the transactions contemplated hereby; , to claim itself or its revenues, assets or properties any immunity (iii) agrees that it shall not attempt including, without limitation, immunity from service of process, jurisdiction, suit, judgment, counterclaim, enforcement of or execution on a judgment, attachment prior to deny or defeat such personal jurisdiction by motion the judgment, attachment in aid of execution of a judgment or other request for leave from legal process), and to the extent that in any such court; jurisdiction there may be attributed any such immunity (iv) agrees that whether or not claimed), such Guarantor hereby irrevocably undertakes not to claim and hereby irrevocably waives any Legal Proceeding arising such immunity to the fullest extent permitted by law. Each Guarantor irrevocably and generally consents in respect of any proceedings to the giving of any relief or the issue of any process in connection with this Agreement those proceedings including, without limitation, the making, enforcement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives execution against any objection that it may now or hereafter have to the venue assets whatsoever of any such Legal Proceeding in the Chosen Courts order or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the Parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and which may be enforced made or given in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawthose proceedings.

Consent to Jurisdiction. Each of the Parties (i) parties hereto hereby irrevocably consents agrees that any legal action or proceeding with respect to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated herebyTransaction, or for recognition and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right enforcement of any Party to serve legal process judgment in respect of this Agreement, the Transaction and obligations arising hereunder brought by any other manner permitted by applicable Law; (ii) irrevocably party hereto or its successors or assigns, shall be brought and unconditionally consents and submits itself and its properties and assets determined exclusively in any Legal Proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (). Each of the “Chosen Courts”) parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the event that any dispute or controversy arises out personal jurisdiction of this Agreement or the transactions contemplated hereby; (iii) aforesaid courts and agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall will not bring any Legal Proceeding action relating to this Agreement or the transactions contemplated hereby Transaction in any court other than the Chosen Courtsaforesaid courts. Each of the Parties parties hereto hereby irrevocably waives, and agrees that not to assert, by way of motion, as a final judgment defense, counterclaim or otherwise, in any Legal Proceeding action or proceeding with respect to this Agreement or the Transaction, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 8.9, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the Chosen Courts will be conclusive and fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement or the Transaction or the subject mater hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable Lawsuch courts.

Consent to Jurisdiction. Each In the event of any dispute, controversy or claim between the Parties Company or any Affiliate and the Executive in any way concerning, arising out of or relating to this Agreement (i) irrevocably consents a “Dispute”), including without limitation any Dispute concerning, arising out of or relating to the service interpretation, application or enforcement of this Agreement, the summons parties hereby (a) agree and complaint and any other process (whether inside or outside consent to the territorial personal jurisdiction of the Chosen Courtscourts of the State of New York located in New York County and/or the Federal courts of the United States of America located in the Southern District of New York (collectively, the “Agreed Venue”) for resolution of any such Dispute, (b) agree that those courts in the Agreed Venue, and only those courts, shall have exclusive jurisdiction to determine any Legal Proceeding Dispute, including any appeal, and (c) agree that any cause of action arising out of this Agreement or shall be deemed to have arisen from a transaction of business in the transactions contemplated hereby, for and on behalf State of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(bNew York. The parties also hereby irrevocably (i) will affect submit to the right jurisdiction of any Party to serve legal process competent court in any other manner permitted by applicable Law; the Agreed Venue (and of the appropriate appellate courts therefrom), (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general fullest extent permitted by law, waive any and all defenses the parties may have on the grounds of lack of jurisdiction of the Court of Chancery of the State of Delaware any such court 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it such parties may now or hereafter have to the laying of the venue of any such Legal Proceeding suit, action or proceeding in the Chosen Courts any such court (including without limitation any defense that any such suit, action or that proceeding brought in any such Legal Proceeding was court has been brought in an inconvenient court and agrees not to plead or claim the same; forum), and (viiii) consent to service of process in any such suit, action or proceeding, anywhere in the world, whether within or without the jurisdiction of any such court, in any manner provided by applicable law. Without limiting the foregoing, each party agrees that it service of process on such party pursuant to a Notice shall not bring be deemed effective service of process on such party. Any action for enforcement or recognition of any Legal Proceeding relating to this Agreement or the transactions contemplated hereby judgment obtained in connection with a Dispute may enforced in any competent court other than the Chosen Courts. Each of the Parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment Agreed Venue or in any other manner provided by applicable Lawcourt of competent jurisdiction.

Consent to Jurisdiction. (a) Each of the Parties (i) irrevocably consents parties hereto hereby, with respect to the service of the summons and complaint and any other process (whether inside legal claim or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated herebyby this Agreement, for and on behalf of itself (i) agrees that any such legal claim or any of its properties or assetsProceeding shall be brought, in accordance with Section 15 or in such other manner as may be permitted by applicable Lawtried, and nothing determined only in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery courts of the State of Delaware New York and any state appellate court therefrom within the State of Delaware New York, or in the event (or, if but only in the Court of Chancery of the State of Delaware event) that such court declines to accept jurisdiction over a particular matter, in any state or federal court located within the State of DelawareNew York, (ii) (expressly and irrevocably submits, for itself and with respect to its property, generally and unconditionally, to the “Chosen Courts”) exclusive jurisdiction of the courts of the State of New York and any state appellate court therefrom within the State of New York, or in the event (but only in the event) that such court declines to accept jurisdiction over a particular matter, in any dispute state or controversy arises out federal court located within the State of this Agreement or the transactions contemplated hereby; New York, (iii) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; courts, (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall will not bring any Legal claim or Proceeding relating to this Agreement or the transactions contemplated hereby by this Agreement except in such courts, and (v) irrevocably waives, to the fullest extent it may legally and effectively do so, and agrees not to assert, by way of motion or as a defense, counterclaim, or otherwise, any court other than objection which it may now or hereafter have to the Chosen Courtslaying of venue of any claim or Proceeding arising out of or relating to this Agreement. Each Notwithstanding the foregoing, each of the Parties Parent, the Merger Sub, and the Company agrees that a final and nonappealable judgment in any Legal Proceeding in the Chosen Courts will shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Applicable Law.

Consent to Jurisdiction. Each of the Parties (i) irrevocably consents Party hereby submits to the service of the summons and complaint and any other process (whether inside or outside the territorial exclusive jurisdiction of the Chosen Courts) federal court in the Central District of California and any Legal Proceeding arising out of this Agreement appellate courts therefrom, or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assetsif that court does not have subject matter jurisdiction, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Delaware 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 state or federal court within the State of Delaware) (the “Chosen Courts”) in the event that ), for any dispute or controversy arises arising out of or relating to this Agreement or the transactions contemplated hereby; (iii) agrees that it shall not attempt breach, termination or validity thereof. Each Party hereby irrevocably and unconditionally waives, to deny or defeat such personal jurisdiction the fullest extent permitted by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be broughtLaw, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the laying of the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was proceedings brought in an inconvenient court such court. Each of the Parties irrevocably and unconditionally waives and agrees not to plead or claim argue in any such court (a) that it is not personally subject to the same; jurisdiction of the Chosen Courts for any reason other than the failure to serve process in accordance with applicable Law, (b) that it or its property is exempt or immune from jurisdiction of the Chosen Courts or from any legal process commenced in the Chosen Courts (including but not limited to service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (vic) to the fullest extent permitted by applicable Law that (i) the suit, action, or proceeding in the Chosen Courts is brought in an inconvenient forum, (ii) the venue of such suit, action, or proceeding is improper, and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by the Chosen Courts. Notwithstanding anything in this Agreement to the contrary, each of the Parties agrees that it shall will not bring or support any Legal Proceeding Action, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source in any way relating to this Agreement or any of the transactions contemplated hereby by this Agreement, including the Merger and the Financing, or any dispute arising out of or relating in any court way to the Merger, the Commitment Letter, the Financing or the performance thereof or the transactions contemplated thereby, in any forum other than the Chosen Courts. Each of the Parties agrees United States federal court located in, or if that a final judgment court does not have subject matter jurisdiction, in any Legal Proceeding in New York state court located in, the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on Borough of Manhattan within the judgment or in any other manner provided by applicable LawCity of New York.

Consent to Jurisdiction. Each of the Parties parties hereto (ia) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement action or proceeding relating to the transactions contemplated herebyby this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 9.2 or in such other manner as may be permitted by applicable Applicable Law, and nothing in this Section 16(b) will 9.11 shall affect the right of any Party party to serve legal process in any other manner permitted by applicable Applicable Law; (iib) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding action or proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or 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 herebyhereby (including the Merger), or for recognition and enforcement of any judgment in respect thereof; (iiic) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (ivd) agrees that any Legal Proceeding actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby (including the Merger) shall be brought, tried and determined only in the Chosen CourtsCourt of Chancery of the State of Delaware (or, only 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); (ve) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding action or proceeding in the Chosen Courts any such court or that such Legal Proceeding action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vif) agrees that it shall will not bring any Legal Proceeding action relating to this Agreement or the transactions contemplated hereby (including the Merger) in any court other than the Chosen Courtsaforesaid courts. Each Notwithstanding the foregoing or anything herein to the contrary, without limiting anything set forth in Section 9.5, each of the Parties parties hereto agrees (a) that any action of any kind or nature, whether at law or equity, in contract, in tort or otherwise, against a Financing Source in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, New York, New York and any appellate court thereof and each party hereto submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (b) not to bring or permit any of its affiliates or representatives to bring or support anyone else in bringing any such action in any other court, (c) that a final judgment in any Legal Proceeding in the Chosen Courts will such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law, (d) that the laws described in the last sentence of Section 9.10 shall govern any such action and (e) to waive and hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court. Each of Parent, Merger Sub, Merger Sub LLC and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law.

Consent to Jurisdiction. Each of the Parties parties hereto (ia) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement action or proceeding relating to the transactions contemplated herebyby this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 9.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will 9.10 shall affect the right of any Party party to serve legal process in any other manner permitted by applicable Law; (iib) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding action or proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterlacks subject matter jurisdiction, any the state or federal court within courts in 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, or for recognition and enforcement of any judgment in respect thereof; (iiic) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (ivd) agrees that any Legal Proceeding actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen CourtsCourt of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, the state or federal courts in the State of Delaware); (ve) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding action or proceeding in the Chosen Courts any such court or that such Legal Proceeding action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vif) agrees that it shall will not bring any Legal Proceeding action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courtsaforesaid courts. Each of Parent, Xxxxxx Sub and the Parties Company agrees that a final judgment in any Legal Proceeding action or proceeding in the Chosen Courts will such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Consent to Jurisdiction. Each of the Parties (i) irrevocably consents to the service of the summons and complaint and any other process (whether inside parties agrees that all actions, suits or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding proceedings arising out of or based upon this Agreement or the transactions contemplated hereby, for subject matter hereof shall be brought and on behalf maintained exclusively in the federal courts located in the State of itself or any Delaware. Each of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted the parties by applicable Law, and nothing in this Section 16(bexecution hereof (i) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) hereby irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of federal courts located in the State of Delaware and for the purpose of any state appellate court therefrom within the State of Delaware (oraction, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state suit or federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated hereby; subject matter hereof and (iiiii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court extent not prohibited by applicable law, and agrees not to plead assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that he or it is not subject personally to the same; and (vi) agrees jurisdiction of the above-named court, that he or it shall is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not bring be brought or maintained in one of the above-named court should be dismissed on the grounds of forum non conveniens, should be transferred to any Legal Proceeding relating to this Agreement court other than one of the above-named court, should be stayed by virtue of the pendency of any other action, suit or the transactions contemplated hereby proceeding in any court other than one of the Chosen Courtsabove-named court, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named court. Each of the Parties parties hereto hereby consents to service of process in any such suit, action or proceeding in any manner permitted by the laws of the State of Delaware, agrees that service of process by registered or certified mail, return receipt requested, at the address specified in or pursuant to Section 18.2 hereof is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a final judgment defense or otherwise, in any Legal Proceeding such action, suit or proceeding any claim that service of process made in accordance with Section 18.2 hereof does not constitute good and sufficient service of process. The provisions of this Section 18.4 shall not restrict the ability of any party to enforce in any court any judgment obtained in the Chosen Courts will be conclusive and may be enforced federal courts located in other jurisdictions by suit on the judgment or in any other manner provided by applicable LawState of Delaware.

Consent to Jurisdiction. Each of the Parties (i) parties irrevocably consents agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware. Each of the parties hereby irrevocably consent to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any Legal Proceeding such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware 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 or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, for and on behalf of itself or (a) any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding claim that it is not personally subject to the exclusive general jurisdiction of the Court of Chancery of the State of courts in Delaware and as described herein for any state appellate court therefrom within the State of Delaware reason, (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delawareb) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement or the transactions contemplated hereby; (iii) agrees that it shall not attempt to deny or defeat such personal its property is exempt or immune from jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the Chosen Courts suit, action or that proceeding in any such Legal Proceeding was court is brought in an inconvenient court and agrees not to plead forum, (ii) the venue of such suit, action or claim the same; and proceeding is improper or (viiii) agrees that it shall not bring any Legal Proceeding relating to this Agreement Agreement, or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the Parties agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable Lawsuch courts.

Consent to Jurisdiction. Each of the Parties (i) Party hereby irrevocably consents and unconditionally submits, for itself and its property, to the service of the summons and complaint and any other process (whether inside or outside the territorial exclusive jurisdiction of the Chosen CourtsUnited States District Court for the Southern District of New York, or, if (and only if) such court lacks subject matter jurisdiction, the Federal court of the United States of America sitting in New York, and any appellate court from any thereof, in any Legal Proceeding action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising agreements delivered in connection with this Agreement herewith or the transactions contemplated hereby shall or thereby 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 action or proceeding except in the United States District Court for the Southern District of New York, or, if (and only if) such court lacks subject matter jurisdiction, the Federal court of the United States of America sitting in New York, and any appellate court from any thereof, (b) agrees that any claim in respect of any such action or proceeding may be brought, tried heard and determined only in the Chosen Courts; United States District Court for the Southern District of New York, or, if (vand only if) waives such court lacks subject matter jurisdiction, the Federal court of the United States of America sitting in New York, and any appellate court from any thereof, (c) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such Legal Proceeding action or proceeding in the Chosen Courts or that United States District Court for the Southern District of New York, or, if (and only if) such Legal Proceeding was brought court lacks subject matter jurisdiction, the Federal court of the United States of America sitting in New York, and any appellate court from any thereof and (d) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the United States District Court for the Southern District of New York, or, if (and only if) such court lacks subject matter jurisdiction, the Federal court of the United States of America sitting in New York, and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in appellate court from any court other than the Chosen Courtsthereof. Each of the Parties Party agrees that a final judgment in any Legal Proceeding in the Chosen Courts will such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.06. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

Consent to Jurisdiction. Each of the Parties (i) parties hereto hereby irrevocably and unconditionally consents to and submits to the service of the summons and complaint and any other process (whether inside or outside the territorial exclusive jurisdiction of any federal or state court sitting in the Chosen CourtsCircuit Court for Baltimore City (Maryland) in and/or the U.S. District Court for the District of Maryland, Northern Division, and appropriate appellate courts therefrom, over any Legal Proceeding dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby, for and on behalf each party hereby irrevocably agrees that all claims in respect of itself such dispute or any of its properties or assets, in accordance with Section 15 or proceeding may be heard and determined in such other manner as may be courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, and nothing in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the 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 state or 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; (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it which they may now or hereafter have to the laying of venue of any such Legal Proceeding in the Chosen Courts dispute arising out of or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall not bring any Legal Proceeding relating to this Agreement or any of the transactions contemplated hereby brought in such court or any court other than defense of inconvenient forum for the Chosen Courtsmaintenance of such dispute. Each of the Parties parties hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any proceeding in the courts of the State of Maryland to the Maryland Court’s Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Nothing in this Agreement shall limit or affect the rights of any party to pursue appeals from any judgments or Order as provided by law. Each of the parties hereto agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, or proceeding of the nature specified in this Section in accordance with Maryland Rules 2-121 through 2-126.

Consent to Jurisdiction. (a) Each of the Parties (i) irrevocably consents hereby, with respect to the service of the summons and complaint and any other process (whether inside legal claim or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding arising out of this Agreement or the transactions contemplated herebyby this Agreement, for and on behalf of itself (i) agrees that any such legal claim or any of its properties or assetsProceeding shall be brought, in accordance with Section 15 or in such other manner as may be permitted by applicable Lawtried, and nothing determined only in this Section 16(b) will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery courts of the State of Delaware New York and any state appellate court therefrom within the State of Delaware New York, or in the event (or, if but only in the Court of Chancery of the State of Delaware event) that such court declines to accept jurisdiction over a particular matter, in any state or federal court located within the State of DelawareNew York, (ii) (expressly and irrevocably submits, for itself and with respect to its property, generally and unconditionally, to the “Chosen Courts”) exclusive jurisdiction of the courts of the State of New York and any state appellate court therefrom within the State of New York, or in the event (but only in the event) that such court declines to accept jurisdiction over a particular matter, in any dispute state or controversy arises out federal court located within the State of this Agreement or the transactions contemplated hereby; New York, (iii) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; courts, (iv) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (v) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it shall will not bring any Legal claim or Proceeding relating to this Agreement or the transactions contemplated hereby by this Agreement except in such courts, and (v) irrevocably waives, to the fullest extent it may legally and effectively do so, and agrees not to assert, by way of motion or as a defense, counterclaim, or otherwise, any court other than objection which it may now or hereafter have to the Chosen Courtslaying of venue of any claim or Proceeding arising out of or relating to this Agreement. Each Notwithstanding the foregoing, each of the Parties Sellers and Xxxxxxxxx agrees that a final and nonappealable judgment in any Legal Proceeding in the Chosen Courts will shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Applicable Law.