Common use of Jurisdiction; Venue; Service of Process Clause in Contracts

Jurisdiction; Venue; Service of Process. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware) for the purpose of any action arising out of or relating to this Limited Guaranty, and each of the parties hereto irrevocably agrees that all claims in respect to such action shall be heard and determined exclusively in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware) (together with the appellate courts thereof, the “Chosen Courts”). Each of the parties hereto agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto agrees (a) that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (b) that it will not bring any action relating to this Limited Guaranty or the transactions contemplated hereby in any court other than the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware), (c) agrees that each of the other parties shall have the right to bring any action or proceeding for enforcement of a judgment entered by the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware) and (d) that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action relating to this Limited Guaranty, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 15 shall affect the right of any party hereto to serve legal process in any other manner permitted by applicable law.

Jurisdiction; Venue; Service of Process. Each of the parties hereto to this Agreement (i) hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery courts of the State state of Delaware or (or, only if to the extent subject matter jurisdiction exists therefor) the United States District Court of Chancery of for the State district of Delaware declines to accept or does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware) for the purpose of any action arising out of or relating proceeding against the parties related in any way to this Limited GuarantyAgreement, (ii) hereby waives, to the extent not prohibited by applicable law, and each agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that is not subject personally to the jurisdiction of the parties hereto irrevocably agrees above-named courts that all claims in respect to its property is exempt or immune from attachment or execution, that any such action shall be heard and determined exclusively brought in the Court of Chancery one of the State above-named courts should be dismissed on grounds of Delaware (orforum non conveniens, only if the Court of Chancery should be transferred or removed to any court other than one of the State above-named courts, or should be stayed by reason of Delaware declines the pendency of some other action in any other court other than one of the above-named courts or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to accept or does not have jurisdiction over a particular mattercommence any such action other than before one of the above-named courts. ANY ACTIONS OR PROCEEDINGS TO ENFORCE A JUDGMENT ISSUED BY ONE OF THE ABOVE-NAMED COURTS MAY BE ENFORCED IN ANY JURISDICTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, any state or federal court within the State of DelawareEACH OF THE PARTIES HERETO HEREBY KNOWINGLY AND VOLUNTARILY WAIVES AND AGREES NOT TO ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTERS WITH RESPECT TO THIS AGREEMENT OR ANY ALL ACTIONS OR PROCEEDINGS (together with the appellate courts thereofWHETHER SOUNDING IN TORT, the “Chosen Courts”)CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE RELATIONSHIP ESTABLISHED HEREUNDER. A COPY OF THIS PARAGRAPH MAY BE FILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY SUCH ACTION AND THAT SUCH ACTION WILL INSTEAD BY TRIED BY A JUDGE SITTING WITHOUT A JURY. Each party hereto hereby (a) consents to service of the parties hereto agrees that a final judgment process in any action shall be conclusive and may be enforced between the parties arising in other jurisdictions by suit on the judgment whole or in part under or in connection with this Agreement in any other manner provided permitted by Delaware law. Each of the parties hereto agrees (a) that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (b) agrees that it service of process made in accordance with clause (a) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 18, will not bring any action relating to this Limited Guaranty or the transactions contemplated hereby constitute good and valid service of process in any court other than the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware), such action and (c) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that each service of the other parties shall have the right to bring any action process made in accordance with clause (a) or proceeding for enforcement of a judgment entered by the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or b) does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware) constitute good and (d) that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto irrevocably consents to the valid service of any summons and complaint and any other process in any other action relating to this Limited Guaranty, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 15 shall affect the right of any party hereto to serve legal process in any other manner permitted by applicable lawprocess.

Jurisdiction; Venue; Service of Process. (a) Each of the parties hereto Parties to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if to the Court of Chancery of the State of Delaware declines to accept or extent such court does not have jurisdiction over a particular mattersubject matter jurisdiction, any state or federal court within the State of Delaware) for the purpose of any action arising out of or relating to this Limited Guaranty, and each of the parties hereto irrevocably agrees that all claims in respect to such action shall be heard and determined exclusively in the Superior Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware) (together with the appellate courts thereof, the “Chosen Courts”). Each of the parties hereto agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto agrees (a) that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (b) that it will not bring any action relating to this Limited Guaranty or the transactions contemplated hereby in any court other than the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware (the “Delaware Courts”), for the purpose of any Action relating to or arising in whole or in part under or in connection with this Agreement (in each case, whether in law or in equity, whether in contract or in tort, by statute or otherwise), (ii) hereby waives to the extent not prohibited by applicable Legal Requirements, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim or objection that it is not subject personally to the jurisdiction of the Delaware Courts, that its property is exempt or immune from attachment or execution, that any such Action brought in one of the Delaware Courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the Delaware Courts, or should be stayed by reason of the pendency of some other Action in any other court other than one of the Delaware Courts or that this Agreement or the subject matter hereof may not be enforced in or by such court and (iii) hereby agrees not to commence any such Action other than before one of the Delaware Courts. Notwithstanding the previous sentence a Party may commence any Action in a court other than the Delaware Courts solely for the purpose of enforcing an order or judgment issued by one of the Delaware Courts. (b) Each of the Parties to this Agreement agrees that for any Action among any of the Parties relating to or arising in whole or in part under or in connection with this Agreement (in each case, whether in law or in equity, whether in contract or in tort, by statute or otherwise), such Party will bring such Action only in the Delaware Courts. Notwithstanding the previous sentence a Party may commence any Action in a court other than the Delaware Courts solely for the purpose of enforcing an order or judgment issued by one of the Delaware Courts. Each Party hereto further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction. (c) agrees that each of the other parties shall have the right to bring any action or proceeding for enforcement of a judgment entered by the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware) and (d) that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto irrevocably Parties to this Agreement hereby (i) consents to the service of any summons and complaint and any other process in any other action Action among any of the Parties hereto relating to or arising in whole or in part under or in connection with this Limited GuarantyAgreement (in each case, on behalf of itself whether in law or its propertyin equity, whether in contract or in tort, by the personal delivery of copies of such process to such party. Nothing in this Section 15 shall affect the right of any party hereto to serve legal process statute or otherwise) in any other manner permitted by applicable law.Law, (ii) agrees that 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 4.8, will constitute good and valid service of process in any such Action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process. Section 4.12

Jurisdiction; Venue; Service of Process. Each of the parties hereto Buyer and Seller hereby irrevocably submits submit to the exclusive jurisdiction of the Court of Chancery courts of the State District of Delaware (or, only if Columbia and the Court of Chancery federal courts of the State United States of Delaware declines to accept or does not have jurisdiction over a particular matterAmerica located in Washington, any state or federal court within D.C. solely in respect of the State interpretation and enforcement of Delaware) for the purpose provisions of any action arising out of or relating to this Limited GuarantyAgreement, and each in respect of the parties hereto irrevocably agrees that all claims in respect to such action shall be heard and determined exclusively in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware) (together with the appellate courts thereof, the “Chosen Courts”)transactions contemplated hereby. Each of the parties hereto Buyer and Seller hereby waives, and agrees that not to assert, as a final judgment defense in any action shall action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that it is not subject to such jurisdiction. Each of Buyer and Seller hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document or in respect of any such transaction, that such action, suit or proceeding may not be conclusive and brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in other jurisdictions or by suit on such courts. Buyer and Seller hereby consent to and grant any such court jurisdiction over the judgment or in person of such parties and over the subject matter of any other manner provided by law. Each such dispute and agree that mailing of the parties hereto agrees (a) that it will not attempt to deny or defeat such personal jurisdiction by motion process or other request for leave from papers in connection with any such court, (b) that it will not bring any action relating to this Limited Guaranty or the transactions contemplated hereby in any court other than the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware), (c) agrees that each of the other parties shall have the right to bring any action or proceeding for enforcement of a judgment entered in the manner provided in Section 11.1 or in such other manner as may be permitted by the Court of Chancery of the State of Delaware (orlaw, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware) and (d) that a final judgment in any action shall be conclusive valid and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawsufficient service thereof. Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action relating to this Limited GuarantyTHE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, on behalf of itself or its propertySUIT, by the personal delivery of copies of such process to such party. Nothing in this Section 15 shall affect the right of any party hereto to serve legal process in any other manner permitted by applicable lawPROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THEM AGAINST THE OTHER IN ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.

Jurisdiction; Venue; Service of Process. Each of the parties hereto to this Agreement (i) hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery courts of the State state of Delaware or (or, only if to the extent subject matter jurisdiction exists therefor) the United States District Court of Chancery of for the State district of Delaware declines to accept or does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware) for the purpose of any action arising out of or relating proceeding against the parties related in any way to this Limited GuarantyAgreement, (ii) hereby waives, to the extent not prohibited by applicable law, and each agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that is not subject personally to the jurisdiction of the parties hereto irrevocably agrees above-named courts that all claims in respect to its property is exempt or immune from attachment or execution, that any such action shall be heard and determined exclusively brought in the Court of Chancery one of the State above-named courts should be dismissed on grounds of Delaware (orforum non conveniens, only if the Court of Chancery should be transferred or removed to any court other than one of the State above-named courts, or should be stayed by reason of Delaware declines the pendency of some other action in any other court other than one of the above-named courts or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to accept or does not have jurisdiction over a particular mattercommence any such action other than before one of the above-named courts. ANY ACTIONS OR PROCEEDINGS TO ENFORCE A JUDGMENT ISSUED BY ONE OF THE ABOVE-NAMED COURTS MAY BE ENFORCED IN ANY JURISDICTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, any state or federal court within the State of DelawareEACH OF THE PARTIES HERETO HEREBY KNOWINGLY AND VOLUNTARILY WAIVES AND AGREES NOT TO ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTERS WITH RESPECT TO THIS AGREEMENT OR ANY ALL ACTIONS OR PROCEEDINGS (together with the appellate courts thereofWHETHER SOUNDING IN TORT, the “Chosen Courts”)CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE RELATIONSHIP ESTABLISHED HEREUNDER. A COPY OF THIS PARAGRAPH MAY BE FILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY SUCH ACTION AND THAT SUCH ACTION WILL INSTEAD BY TRIED BY A JUDGE SITTING WITHOUT A JURY. Each party hereto hereby (a) consents to service of the parties hereto agrees that a final judgment process in any action shall be conclusive and may be enforced between the parties arising in other jurisdictions by suit on the judgment whole or in part under or in connection with this Agreement in any other manner provided permitted by Delaware law. Each of the parties hereto agrees (a) that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (b) agrees that it service of process made in accordance with clause (a) or made by The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. registered or certified mail, return receipt requested, at its address specified pursuant to Section 18, will not bring any action relating to this Limited Guaranty or the transactions contemplated hereby constitute good and valid service of process in any court other than the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware), such action and (c) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that each service of the other parties shall have the right to bring any action process made in accordance with clause (a) or proceeding for enforcement of a judgment entered by the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or b) does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware) constitute good and (d) that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto irrevocably consents to the valid service of any summons and complaint and any other process in any other action relating to this Limited Guaranty, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 15 shall affect the right of any party hereto to serve legal process in any other manner permitted by applicable lawprocess.

Jurisdiction; Venue; Service of Process. Each of the parties hereto to this Agreement (i) hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery courts of the State state of Delaware or (or, only if to the extent subject matter jurisdiction exists therefor) the United States District Court of Chancery of for the State district of Delaware declines to accept or does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware) for the purpose of any action arising out of or relating proceeding against the parties related in any way to this Limited GuarantyAgreement, (ii) hereby waives, to the extent not prohibited by applicable law, and each agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that is not subject personally to the jurisdiction of the parties hereto irrevocably agrees above-named courts that all claims in respect to its property is exempt or immune from attachment or execution, that any such action shall be heard and determined exclusively brought in the Court of Chancery one of the State above-named courts should be dismissed on grounds of Delaware (orforum non conveniens, only if the Court of Chancery should be transferred or removed to any court other than one of the State above-named courts, or should be stayed by reason of Delaware declines the pendency of some other action in any other court other than one of the above-named courts or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to accept or does not have jurisdiction over a particular mattercommence any such action other than before one of the above-named courts. ANY ACTIONS OR PROCEEDINGS TO ENFORCE A JUDGMENT ISSUED BY ONE OF THE ABOVE-NAMED COURTS MAY BE ENFORCED IN ANY JURISDICTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, any state or federal court within the State of DelawareEACH OF THE PARTIES HERETO HEREBY KNOWINGLY AND VOLUNTARILY WAIVES AND AGREES NOT TO ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTERS WITH RESPECT TO THIS AGREEMENT OR ANY ALL ACTIONS OR PROCEEDINGS (together with the appellate courts thereofWHETHER SOUNDING IN TORT, the “Chosen Courts”)CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE RELATIONSHIP ESTABLISHED HEREUNDER. A COPY OF THIS PARAGRAPH MAY BE FILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY SUCH ACTION AND THAT SUCH ACTION WILL INSTEAD BY TRIED BY A JUDGE SITTING WITHOUT A JURY. Each party hereto hereby (a) consents to service of the parties hereto agrees that a final judgment process in any action shall be conclusive and may be enforced between the parties arising in other jurisdictions by suit on the judgment whole or in part under or in connection with this Agreement in any other manner provided permitted by Delaware law. Each of the parties hereto agrees (a) that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (b) agrees that it service of process made in accordance with clause (a) or made by Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. registered or certified mail, return receipt requested, at its address specified pursuant to Section 18, will not bring any action relating to this Limited Guaranty or the transactions contemplated hereby constitute good and valid service of process in any court other than the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware), such action and (c) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that each service of the other parties shall have the right to bring any action process made in accordance with clause (a) or proceeding for enforcement of a judgment entered by the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or b) does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware) constitute good and (d) that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto irrevocably consents to the valid service of any summons and complaint and any other process in any other action relating to this Limited Guaranty, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 15 shall affect the right of any party hereto to serve legal process in any other manner permitted by applicable lawprocess.

Jurisdiction; Venue; Service of Process. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware THE PARTIES AGREE THAT JURISDICTION AND VENUE IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ANY PARTY SEEKING RELIEF UNDER OR PURSUANT TO THIS AGREEMENT SHALL PROPERLY AND EXCLUSIVELY LIE IN ANY FEDERAL COURT (orOR, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matterIF SUCH FEDERAL COURT DOES NOT HAVE JURISDICTION OVER SUCH SUIT, any state or federal court within the State of DelawareACTION OR PROCEEDING, IN A STATE COURT) for the purpose of any action arising out of or relating to this Limited GuarantyIN DELAWARE. BY EXECUTION AND DELIVERY OF THIS AGREEMENT, and each of the parties hereto irrevocably agrees that all claims in respect to such action shall be heard and determined exclusively in the Court of Chancery of the State of Delaware (orEACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY WITH RESPECT TO SUCH SUIT, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matterACTION, any state or federal court within the State of Delaware) (together with the appellate courts thereofOR PROCEEDING. THE PARTIES IRREVOCABLY AGREE THAT VENUE WOULD BE PROPER IN SUCH COURT, the “Chosen Courts”)AND HEREBY WAIVE ANY OBJECTION THAT ANY SUCH COURT IS AN IMPROPER OR INCONVENIENT FORUM FOR THE RESOLUTION OF SUCH SUIT, ACTION, OR PROCEEDING. Each of the parties hereto agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto agrees (a) that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courtTHE PARTIES FURTHER AGREE THAT THE MAILING BY CERTIFIED OR REGISTERED MAIL, (b) that it will not bring any action relating to this Limited Guaranty or the transactions contemplated hereby in any court other than the Court of Chancery of the State of Delaware (orRETURN RECEIPT REQUESTED, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matterOF ANY PROCESS REQUIRED BY ANY SUCH COURT SHALL CONSTITUTE VALID AND LAWFUL SERVICE OF PROCESS AGAINST THEM, any state or federal court within the State of Delaware), (c) agrees that each of the other parties shall have the right to bring any action or proceeding for enforcement of a judgment entered by the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware) and (d) that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action relating to this Limited Guaranty, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 15 shall affect the right of any party hereto to serve legal process in any other manner permitted by applicable lawWITHOUT NECESSITY FOR SERVICE BY ANY OTHER MEANS PROVIDED BY STATUTE OR RULE OF COURT.

Jurisdiction; Venue; Service of Process. Each of the parties hereto party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction and venue of the Court of Chancery state courts of the State of Delaware (or, only if or the United States District Court of Chancery of located in the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware) for the purpose of any action arising out of or relating to this Limited Guaranty, and each dispute between any of the parties hereto irrevocably agrees that all claims arising in respect to such action shall be heard and determined exclusively in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any state or federal court within the State of Delaware) (together with the appellate courts thereof, the “Chosen Courts”). Each of the parties hereto agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment whole or in any other manner provided by law. Each of the parties hereto agrees (a) that it will not attempt to deny part under or defeat such personal jurisdiction by motion or other request for leave from any such courtin connection with this Agreement, (b) hereby waives to the extent not prohibited by applicable legal requirements, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it will 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 such action relating brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to this Limited Guaranty or the transactions contemplated hereby in any court other than the Court of Chancery one of the State of Delaware (orabove-named courts, only if the Court of Chancery should be stayed by reason of the State pendency of Delaware declines to accept some other proceeding in any other court other than one of the above-named courts, or does that this agreement or the subject matter hereof may not have jurisdiction over a particular matter, any state be enforced in or federal by such court within the State of Delaware), and (c) hereby agrees that each not to commence any such action other than before one of the other parties shall have above-named courts. Notwithstanding the right to bring previous sentence, a party hereto may commence any action in a court other than those described in this Section 12 above for the purpose of enforcing an order or proceeding for enforcement of a judgment entered issued by the Court of Chancery one of the State above-named courts. Each party hereto hereby (a) consents to service 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 state or federal court within the State of Delaware) and (d) that a final judgment process in any action shall be conclusive and may be enforced between the parties arising in other jurisdictions by suit on the judgment whole or in part under or in connection with this Agreement in any other manner provided permitted by Law. Each of the parties hereto irrevocably consents to the Delaware law, (b) agrees that service of any summons process Table of Contents made in accordance with clause (a) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 18, will constitute good and complaint and any other valid service of process in any other such action relating and (c) waives and agrees not to this Limited Guarantyassert (by way of motion, on behalf of itself as a defense, or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 15 shall affect the right of any party hereto to serve legal process otherwise) in any other manner permitted by applicable lawsuch action any claim that service of process made in accordance with clause (a) or (b) does not constitute good and valid service of process.