Consent to Jurisdiction. Subject to the provisions of [Article VIII] of the Separation Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of # the Supreme Court of the State of New York, New York County, and # the United States District Court for the Southern District of New York (the “New York Courts”), for the purposes of any Action to compel arbitration or for provisional relief in aid of arbitration in accordance with [Article VIII] of the Separation Agreement or for provisional relief to prevent irreparable harm, and to the non-exclusive jurisdiction of the New York Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by United States registered mail to such Party’s respective address set forth in [Section 9.4] shall be effective service of process for any Action in the New York Courts with respect to any matters to which it has submitted to jurisdiction in this [Section 9.12]. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any Action arising out of this Services Agreement or the transactions contemplated hereby in the New York Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum.

the provisions of [Article VIII] of the Separation Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of #extent such court does not have subject matter jurisdiction, the Supreme Court of the State of New York,York in New York County, and #or, if such courts do not accept jurisdiction then any state or federal court in the United States District Court for the Southern DistrictState of New York (the “New York Courts”)(and the parties agree not to commence any action, suit or proceeding relating thereto except in such courts), for the purposes of any Action to compel arbitration or for provisional relief in aid of arbitration in accordance with [Article VIII] of the Separation Agreement or for provisional relief to prevent irreparable harm, and to the non-exclusive jurisdiction of the New York Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by United StatesU.S. registered mail to such Party’sthe respective addressaddresses set forth in [Section 9.4] shall3.3] will be effective service of process for any Actionsuch action, suit or proceeding brought against any party in the New York Courts with respect to any matters to which it has submitted to jurisdiction in this [Section 9.12].such court. Each of the Partiesparty irrevocably and unconditionally waives any objection to the laying of venue of any Actionaction, suit or proceeding arising out of this Services Agreement or the transactions contemplated herebyhereby, in the United States District Court for the Southern District of New York, or, to the extent such court does not have subject matter jurisdiction, the Supreme Court of the State of New York Courts,in New York County, or, if such courts do not accept jurisdiction then any state or federal court in the State of New York (and the parties agree not to commence any action, suit or proceeding relating thereto except in such courts), and hereby further irrevocably and unconditionally waives and agrees not to pleadassert by way of motion, defense, or claimotherwise, in any such courtaction or proceeding, any claim that any such Action brought in any such court has beenit is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action or proceeding is brought in an inconvenient forum.forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Any legal or administrative proceeding, suit, investigation, arbitration or action (an “Action”) arising out of or based upon this Agreement shall be heard and determined in the provisions of [Article VIII] of the Separation Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of # the Supreme Court of the State of New York, New York County, and # the United StatesU.S. District Court for the Southern District of New York (the “New York Courts”), for(or, if that court does not have subject matter jurisdiction, in any state court located in the purposesCity and County of New York) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Action and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any Actionsuch Action. The consents to compel arbitration or for provisional reliefjurisdiction and venue set forth in aidthis [Section 9.06] shall not constitute general consents to service of arbitrationprocess in accordance with [Article VIII]the State of the Separation Agreement or for provisional relief to prevent irreparable harm, and to the non-exclusive jurisdiction of the New York Courtsand shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the enforcement of any award issued thereunder.parties hereto. Each of the Parties furtherparty hereto agrees that service of process upon such party in any process, summons,Action arising out of or based upon this Agreement shall be effective if notice or documentis given by United States registered mail to such Party’s respectiveovernight courier at the address set forth in [Section 9.4] shall be effective service of process for any Action in the New York Courts with respect to any matters to which it has submitted to jurisdiction in this [Section 9.12]. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any Action arising out09] of this Services Agreement or the transactions contemplated hereby in the New York Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claimAgreement. The parties hereto agree that a final judgment in any such court that any such Action broughtshall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any suchother 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, a final trial court has been brought in an inconvenient forum.judgment.

Section # Jurisdiction; Venue; Service Of Process. Each party hereto irrevocably submits to the exclusive jurisdiction of # the Civil Branch of the Supreme Court of the State of New York, New York County,County and # the United States District Court for the Southern District of New York (the “New York Courts”), for the purposes of any Actionaction, suit or other proceeding arising out of, relating to compel arbitration or for provisional relief in aid of arbitrationconnection with this Agreement or any transaction contemplated hereby. Each party hereto agrees to commence any action, suit or other proceeding arising out of, relating to or in accordanceconnection with [Article VIII]this Agreement or any transaction contemplated hereby in the Civil Branch of the Separation Agreement or for provisional relief to prevent irreparable harm, and to the non-exclusive jurisdictionSupreme Court of the State of New York, New York CourtsCounty, or, if such action, suit or other proceeding may not be brought in such court for jurisdictional reasons, in the United States District Court for the enforcementSouthern District of any award issued thereunder.New York. Each of the Partiesparty hereto further agrees that service of any process, summons, notice or document by United States registered mail to such Party’s respective address set forthcourier or personal delivery in [Sectionaccordance with ‎[Section 9.4]2] shall be effective service of process for any Actionaction, suit or other proceeding in the New York Courts with respect to any matters to which it has submitted to jurisdiction in this [Section‎[Section 9.12]10]. Each of the Partiesparty hereto irrevocably and unconditionally waives any objection to the laying of venue of any Actionaction, suit or other proceeding arising out of, relating to or in connection with this Agreement or any transaction contemplated hereby in # the Civil Branch of the Supreme Court of the State of New York, New York County or # the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waives, and shall not assert by way of motion, defense, or otherwise, in any such action, suit or other proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that such action, suit or other proceeding is brought in an inconvenient forum, that the venue of such action, suit or other proceeding is improper, or that this Services Agreement or the transactions contemplated hereby may not be enforced in or by any of the New York Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum.above-named courts.

Section # Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to Jurisdiction. Subject toenforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the provisions of [Article VIII] of the Separation Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of # the Supreme Court of the State of New York, New York County, and #transactions contemplated hereby may only be brought in the United States District Court for the Southern District of New York (the “Newor any New York Courts”), forState court sitting in the purposesCounty of any Action to compel arbitration or for provisional relief in aid of arbitration in accordance with [Article VIII]New York, and each of the Separation Agreement or for provisional relief to prevent irreparable harm, andparties hereby consents to the non-exclusive jurisdiction of the New York Courts for the enforcement of any award issued thereunder. Eachsuch courts (and of the Parties further agrees that service ofappropriate appellate courts therefrom) in any process, summons, noticesuch suit, action or documentproceeding and irrevocably waives, to the fullest extent permitted by United States registered mail to such Party’s respective address set forth in [Section 9.4] shall be effective service of process forLaw, any Action in the New York Courts with respect to any matters toobjection which it has submitted to jurisdiction in this [Section 9.12]. Each of the Parties irrevocably and unconditionally waives any objectionmay now or hereafter have to the laying of the venue of any Action arising out of this Services Agreementsuch suit, action or the transactions contemplated hereby in the New York Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claimproceeding in any such court or that any such Actionsuit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Section # Jurisdiction and Venue. Each of the Parties hereto irrevocably submits# consents to submit to the exclusive jurisdiction of # the Supreme Courtcourts of the State of New York, City of New York County, and #of the United States District Court forof America located in the Southern DistrictState of New York, City of New York (the “New York Courts”), for the purposes ofin any Action to compel arbitration or for provisional relief in aid of arbitration in accordance with [Article VIII] of the Separation Agreement or for provisional relief to prevent irreparable harm, andaction relating to the non-exclusive jurisdiction of the New York Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or documenttransactions contemplated by United States registered mail to such Party’s respective address set forth in [Section 9.4] shall be effective service of process for any Action in the New York Courts with respect to any matters to which it has submitted to jurisdiction in this [Section 9.12]. Each of the Parties irrevocably and unconditionallyagreement, # waives any objection to the laying of venue of any Action arising out of this Services Agreement oraction related to the transactions contemplated herebyby this agreement brought in the New York Courts, and hereby further irrevocably and unconditionallysuch court, # waives and agrees not to plead or claim in any such court that any such Actionaction brought in any such court has been brought in an inconvenient forum.forum, and # agrees that service of process or of any other papers upon such Party by registered mail at the address to which notices are required to be sent to such Party under [Section 11.2] shall be deemed good, proper and effective service upon such Party.

Section # Consent to Jurisdiction. Subject to the provisions of [Article VIII] of the Separation Agreement, each of the PartiesEach Party irrevocably submits to the exclusive jurisdiction of # the Supreme Court of the State of New York,and Federal courts located in New York County, and # the United States District Court for the Southern District of New York (the “New York Courts”),York, for the purposes of any Action to compel arbitrationsuit, action or for provisional relief in aidother proceeding arising out of arbitration in accordance with [Article VIII] of the Separationthis Agreement or for provisional relief to prevent irreparable harm, and to the non-exclusive jurisdiction of the New York Courts for the enforcement of any award issued thereunder.transactions contemplated hereby. Each of the PartiesParty further agrees that service of any process, summons, notice or document by United StatesU.S. registered mail to such Party’Party’s respective address set forth in [Section 9.4]above shall be effective service of process for any Actionaction, suit or proceeding in the New York CourtsLos Angeles, California with respect to any matters to which it has submitted to jurisdiction in this [Section 9.12]11.10]. Each of the PartiesParty irrevocably and unconditionally waives any objection to the laying of venue of any Actionaction, suit or proceeding arising out of this Services Agreement or the transactions contemplated hereby in the State and Federal courts located in New York Courts,County, New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Actionaction, suit or proceeding brought in any such court has been brought in an inconvenient forum.

SECTION # Submission to Jurisdiction. Subject to the provisions of [Article VIII] of the Separation Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction ofEACH OF THE PARTIES HERETO IRREVOCABLY # the Supreme Court of the State of New York, New York County, andSUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; # the United States District Court for the Southern District of New York (the “New York Courts”), for the purposes of any Action to compel arbitration or for provisional relief in aid of arbitration in accordance with [Article VIII] of the Separation Agreement or for provisional relief to prevent irreparable harm, and to the non-exclusive jurisdiction of the New York Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by United States registered mail to such Party’s respective address set forth in [Section 9.4] shall be effective service of process for any Action in the New York Courts with respect to any matters to which it has submitted to jurisdiction in this [Section 9.12]. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any Action arising out of this Services Agreement or the transactions contemplated hereby in the New York Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum.WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT; # AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND # CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER AND AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY MANNER PERMITTED BY LAW.

Each party hereto hereby irrevocably submitsand unconditionally submits, for itself and its property, to the exclusive jurisdiction of # the Supreme Court of the State of New York,York sitting in New York County,County and #of the United States District Court forof the Southern District of New York (the “New York Courts”), for the purposesYork, and any appellate court from any thereof, in any action or proceeding arising out of any Actionor relating to compel arbitrationthis Agreement, or for provisional relief in aid of arbitration in accordance with [Article VIII] of the Separation Agreementrecognition or for provisional relief to prevent irreparable harm, and to the non-exclusive jurisdiction of the New York Courts for the enforcement of any award issued thereunder.judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the Parties furtherparties hereto agrees that service of any process, summons, notice or document by United States registered mail to such Party’s respective address set forth in [Section 9.4] shall be effective service of process for any Action in the New York Courts with respect to any matters to which it has submitted to jurisdiction in this [Section 9.12]. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any Action arising out of this Services Agreement or the transactions contemplated hereby in the New York Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claima final judgment in any such court that any such Action broughtaction or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any such court has been brought in an inconvenient forum.other manner provided by law.

The parties hereto agree that any suit, action or proceeding seeking to Jurisdiction. Subject toenforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the provisions of [Article VIII] of the Separation Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of # the Supreme Court of the State of New York, New York County, and #transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York (the “New York Courts”), forYork, so long as such court shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the purposesState of any Action to compel arbitration or for provisional relief in aid of arbitration in accordance with [Article VIII]New York, and each of the Separation Agreement or for provisional relief to prevent irreparable harm, andparties hereby irrevocably consents to the non-exclusive jurisdiction of the New York Courts for the enforcement of any award issued thereunder. Eachsuch courts (and of the Parties further agreesappropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that service of any process, summons, noticeit may now or document by United States registered mail to such Party’s respective address set forth in [Section 9.4] shall be effective service of process for any Action in the New York Courts with respect to any matters to which it has submitted to jurisdiction in this [Section 9.12]. Each of the Parties irrevocably and unconditionally waives any objectionhereafter have to the laying of the venue of any Action arising out of this Services Agreementsuch suit, action or the transactions contemplated hereby in the New York Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claimproceeding in any such court or that any such Actionsuit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in ‎[Section 12.1] shall be deemed effective service of process on such party.