Common use of Governing Law Submission to Jurisdiction Etc Clause in Contracts

Governing Law Submission to Jurisdiction Etc. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal Laws of the State of Delaware applicable to contracts made and to be performed entirely within such State. Each party agrees that all Proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be resolved in the Delaware Courts. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the Delaware Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such Delaware Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such 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 contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by Law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law Submission to Jurisdiction Etc. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal Laws of the State of Delaware applicable to contracts made and to be performed entirely within such State. Each party agrees that all Proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be resolved in the Delaware Courts. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the Delaware Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such Delaware Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such 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 contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by Lawlaw. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law Submission to Jurisdiction Etc. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal Laws laws of the State of Delaware New York applicable to contracts made and to be performed entirely within such State. Each party agrees that all Proceedings proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliatesaffiliates, employees or agents) shall be resolved in the Delaware CourtsNew York courts. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the Delaware Courts New York courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any Proceedingproceeding, any claim that it is not personally subject to the jurisdiction of any such Delaware CourtNew York court, or that such Proceeding proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding 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 contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by Lawlaw. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law Submission to Jurisdiction Etc. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall will be governed by and construed in accordance with the internal Laws federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of Delaware New York applicable to contracts made and to be performed entirely within such State, without regard to any rule of conflicts of law (other than Section 5-1401 of the New York General Obligations Law) that would result in the application of the substantive law of any jurisdiction other than the State of New York. Nothing in this Agreement shall require any unlawful action or inaction by either party. Each party agrees that all Proceedings concerning of the interpretationparties hereto hereby and irrevocably and unconditionally (a) submits for itself and its property in any legal action or proceeding relating to this Agreement, enforcement and defense of the Warrant or the transactions contemplated by this Agreement (whether brought against a party hereto hereby or its respective Affiliatesthereby, employees or agents) shall be resolved for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction and venue of any court of the State and County of New York, or in the Delaware Courts. Each party hereto hereby irrevocably submits United States District Court for the Southern District of New York; (b) consents that any such action or proceeding may be brought in such courts and, to the non-exclusive jurisdiction of extent permitted by law, waives any objection that it may now or hereafter have to the Delaware Courts for the adjudication venue of any dispute hereunder such action or proceeding in connection herewith any such court or with any transaction contemplated hereby that such action or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, proceeding was brought in an inconvenient court and agrees not to assert in any Proceeding, any plead or claim the same; (c) agrees that it is not personally subject to the jurisdiction of any such Delaware Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding action or proceeding may be effected by mailing a copy thereof via by registered or certified mail (or overnight delivery any substantially similar form of mail), postage prepaid, to its address set forth in Section 5.6 or at such other address of which the Lender shall have been notified; and (with evidence of deliveryd) to such party at the address in effect for notices to it under this Agreement and agrees that such service nothing herein shall constitute good and sufficient affect the right to effect service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by Lawlaw or shall limit the right to xxx in any other jurisdiction. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESTo the fullest extent permitted by applicable law, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYeach of the parties hereto hereby unconditionally waives any and all rights to trial by jury in any legal proceeding relating to this Agreement or the Warrant or the transactions contemplated hereby or thereby.

Governing Law Submission to Jurisdiction Etc. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed and interpreted in accordance with with, the internal Laws laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws rules that would cause the laws of another State to otherwise govern this Agreement. The Parties hereto hereby (a) irrevocably submit to the personal jurisdiction of the Chancery Court of the State of Delaware applicable to contracts made and to be performed entirely within such State. Each party agrees or any federal court located in Delaware in the event that all Proceedings concerning the interpretation, enforcement and defense any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective AffiliatesAgreement, employees or agents) shall be resolved in the Delaware Courts. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction but excluding any action taken by any holder of the Delaware Courts Closing Notes to enforce payment or other performance thereunder, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement or any of the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby or discussed herein (including with respect to the enforcement of by this Agreement), and hereby irrevocably waivesbut excluding any action taken by any holder of the Closing Notes to enforce payment or other performance thereunder, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any court other than such Delaware Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such 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 contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by Lawcourts. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, OR THE TRANSACTIONS TRANSACTION CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO SUCH PARTY THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (III) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS EXPRESSED ABOVE.

Governing Law Submission to Jurisdiction Etc. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal Laws of the State Commonwealth of Delaware Pennsylvania applicable to contracts made and to be performed entirely within such State. Each party agrees that all Proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be resolved in the Delaware Courts. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the Delaware Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such Delaware Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such 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 contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by Law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law Submission to Jurisdiction Etc. All questions concerning the constructionThis Agreement and any right, validityremedy, enforcement and interpretation obligation, claim, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Agreement shall be governed by by, and construed in accordance with with, the internal Laws law of the State of Delaware applicable New York without regard to contracts made and conflicts of law principles that would lead to be performed entirely within such Statethe application of laws other than the law of the State of New York. Each party agrees that all Proceedings concerning the interpretationSubsidiary Guarantor irrevocably and unconditionally submits, enforcement for itself and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliatesproperty, employees or agents) shall be resolved in the Delaware Courts. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the Delaware Courts Supreme Court 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, in any action or proceeding arising out of or relating to this Agreement or any Loan Document to which such Subsidiary Guarantor is a party, or for the adjudication recognition or enforcement of any dispute hereunder or judgment. Each of the parties hereto irrevocably and unconditionally agrees that all claims in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such Delaware Courtaction 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 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 law. Nothing in this Agreement shall affect any right that any Third Lien Secured Party or Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement against any Subsidiary Guarantor or its properties in the courts of any jurisdiction. To the fullest extent it may legally and effectively do so, each Subsidiary Guarantor irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. To the fullest extent permitted by law, each of the parties hereto irrevocably waives the defense of an inconvenient forum to the maintenance of such Proceeding has been commenced action or proceeding in an improper or inconvenient forumany such court. Each party hereto hereby to this Agreement irrevocably waives personal consents to service of process and consents to process being served in any such 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 manner provided for notices to it under in Section 6.01. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service will affect the right of process and notice thereof. Nothing contained herein shall be deemed any party to limit in any way any right this Agreement to serve process in any other manner permitted by Lawlaw. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.Third Lien BrandCo Guarantee and Security Agreement LEGAL_US_E # 148181006.4

Governing Law Submission to Jurisdiction Etc. All questions concerning the constructionThis Agreement and any right, validityremedy, enforcement and interpretation obligation, claim, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Agreement shall be governed by by, and construed in accordance with with, the internal Laws law of the State of Delaware applicable New York without regard to contracts made and conflicts of law principles that would lead to be performed entirely within such Statethe application of laws other than the law of the State of New York. Each party agrees that all Proceedings concerning the interpretationSubsidiary Guarantor irrevocably and unconditionally submits, enforcement for itself and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliatesproperty, employees or agents) shall be resolved in the Delaware Courts. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the Delaware Courts Supreme Court 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, in any action or proceeding arising out of or relating to this Agreement or any Loan Document to which such Subsidiary Guarantor is a party, or for the adjudication recognition or enforcement of any dispute hereunder or judgment. Each of the parties hereto irrevocably and unconditionally agrees that all claims in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such Delaware Courtaction 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 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 law. Nothing in this Agreement shall affect any right that any Secured Creditor or Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement against any Subsidiary Guarantor or its properties in the courts of any jurisdiction. To the fullest extent it may legally and effectively do so, each Subsidiary Guarantor irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. To the fullest extent permitted by law, each of the parties hereto irrevocably waives the defense of an inconvenient forum to the maintenance of such Proceeding has been commenced action or proceeding in an improper or inconvenient forumany such court. Each party hereto hereby to this Agreement irrevocably waives personal BrandCo Guarantee and Security Agreement 4841-1063-1838V11 consents to service of process and consents to process being served in any such 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 manner provided for notices to it under in Section 6.01. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service will affect the right of process and notice thereof. Nothing contained herein shall be deemed any party to limit in any way any right this Agreement to serve process in any other manner permitted by Law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYlaw.

Governing Law Submission to Jurisdiction Etc. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with and governed by the internal Laws laws of the State Province of Delaware applicable to contracts made and to be performed entirely within such StateOntario. Each party agrees that all Proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be resolved in the Delaware Courts. Each party hereto Borrower hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Delaware Courts courts of the Province of Ontario, and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement, or any other Financing Document or for the adjudication recognition or enforcement of any dispute hereunder 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 Ontario. 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 connection herewith any other manner provided by applicable law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Canadian Administrative Agent, any Issuing Bank, or with any transaction contemplated Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Financing Document against a Borrower or any other Credit Party or its properties in the courts of any other jurisdiction. Each Borrower hereby or discussed herein (including with respect irrevocably and unconditionally waives, to the enforcement fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this AgreementAgreement in any court referred to in this Section 10.8(a), and . Each of the parties hereto hereby irrevocably waives, and agrees not to assert the fullest extent permitted by applicable law, any forum non conveniens defence to the maintenance of such action or proceeding in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such Delaware Court, or that such Proceeding has been commenced in an improper or inconvenient forumcourt. Each party hereto hereby to this Agreement irrevocably waives personal consents to service of process and consents to process being served in any such 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 manner provided for notices to it under in Section 10.1. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service will affect the right of process and notice thereof. Nothing contained herein shall be deemed any party to limit in any way any right this Agreement to serve process in any other manner permitted by Law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYapplicable law.

Governing Law Submission to Jurisdiction Etc. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall will be governed by and construed in accordance with the internal Laws federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of Delaware New York applicable to contracts made and to be performed entirely within such State. Each party of the parties hereto agrees that (a) to submit to the exclusive jurisdiction and venue of the United States District Court for the District of Columbia and the United States Court of Federal Claims for any and all Proceedings concerning civil actions, suits or proceedings arising out of or relating to this Agreement or the interpretation, enforcement and defense of Warrants or the transactions contemplated hereby or thereby, and (b) that notice may be served upon (i) the Company at the address and in the manner set forth for notices to the Company in Section 5.5 and (ii) Treasury in accordance with federal law. To the extent permitted by applicable law, each of the parties hereto hereby unconditionally waives trial by jury in any civil legal action or proceeding relating to this Agreement (whether brought against a party hereto or its respective Affiliates, employees the Warrants or agents) shall be resolved in the Delaware Courts. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the Delaware Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby or discussed herein (including with respect thereby. Notices . Any notice, request, instruction or other document to be given hereunder by any party to the enforcement of this Agreement), other will be in writing and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such Delaware Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such 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 contained herein shall will be deemed to limit have been duly given (a) on the date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, or (b) on the second Business Day following the date of dispatch if delivered by a recognized next day courier service. All notices to the Company shall be delivered as set forth below, or pursuant to such other instruction as may be designated in any way any right writing by the Company to serve process Treasury. All notices to Treasury shall be delivered as set forth below, or pursuant to such other instructions as may be designated in any manner permitted writing by LawTreasury to the Company. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESIf to the Company: Atlas Air Worldwide Holdings, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWInc. 0000 Xxxxxxxxxxx Xxxxxx Xxxxxxxx, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYXX 00000 Facsimile: (000) 000-0000 Email: Xxxx.Xxxxx@xxxxxxxx.xxx Attention: Xxxx X. Xxxxx with a copy to (which copy alone shall not constitute notice): Cravath, Swaine & Xxxxx LLP Worldwide Plaza 000 Xxxxxx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: (000) 000-0000 Email: xxxxxxx@xxxxxxx.xxx, xxxxxxxxxxx@xxxxxxx.xxx Attention: Xxxxxx X. Xxxxxx, Esq., Xxxxx Xxxxxxxxxx, Esq. If to Treasury: United States Department of the Treasury 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxx 0000 Xxxxxxxxxx, X.X. 00000 Attention: Assistant General Counsel (Banking and Finance) Definitions .

Governing Law Submission to Jurisdiction Etc. All questions concerning the constructionThis Agreement and any right, validityremedy, enforcement and interpretation obligation, claim, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Agreement shall be governed by by, and construed in accordance with with, the internal Laws law of the State of Delaware applicable New York without regard to contracts made and conflicts of law principles that would lead to be performed entirely within such Statethe application of laws other than the law of the State of New York. Each party agrees that all Proceedings concerning the interpretationSubsidiary Guarantor irrevocably and unconditionally submits, enforcement for itself and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliatesproperty, employees or agents) shall be resolved in the Delaware Courts. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the Delaware Courts Supreme Court 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, in any action or proceeding arising out of or relating to this Agreement or any Loan Document to which such Subsidiary Guarantor is a party, or for the adjudication recognition or enforcement of any dispute hereunder or judgment. Each of the parties hereto irrevocably and unconditionally agrees that all claims in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such Delaware Courtaction 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 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 law. Nothing in this Agreement shall affect any right that any First Lien Secured Party or Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement against any Subsidiary Guarantor or its properties in the courts of any jurisdiction. To the fullest extent it may legally and effectively do so, each Subsidiary Guarantor irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. To the fullest extent permitted by law, each of the parties hereto irrevocably waives the defense of an inconvenient forum to the maintenance of such Proceeding has been commenced action or proceeding in an improper or inconvenient forumany such court. Each party hereto hereby to this Agreement irrevocably waives personal consents to service of process and consents to process being served in any such 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 manner provided for notices to it under in Section 6.01. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service will affect the right of process and notice thereof. Nothing contained herein shall be deemed any party to limit in any way any right this Agreement to serve process in any other manner permitted by Law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYlaw.

Governing Law Submission to Jurisdiction Etc. All questions concerning the constructionThis Agreement and any right, validityremedy, enforcement and interpretation obligation, claim, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Agreement shall be governed by by, and construed in accordance with with, the internal Laws law of the State of Delaware applicable New York without regard to contracts made and conflicts of law principles that would lead to be performed entirely within such Statethe application of laws other than the law of the State of New York. Each party agrees that all Proceedings concerning the interpretationSubsidiary Guarantor irrevocably and unconditionally submits, enforcement for itself and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliatesproperty, employees or agents) shall be resolved in the Delaware Courts. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the Delaware Courts Supreme Court 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, in any action or proceeding arising out of or relating to this Agreement or any Loan Document to which such Subsidiary Guarantor is a party, or for the adjudication recognition or enforcement of any dispute hereunder or judgment. Each of the parties hereto irrevocably and unconditionally agrees that all claims in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such Delaware Courtaction 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 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 law. Nothing in this Agreement shall affect any right that any Second Lien Secured Party or Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement against any Subsidiary Guarantor or its properties in the courts of any jurisdiction. To the fullest extent it may legally and effectively do so, each Subsidiary Guarantor irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. To the fullest extent permitted by law, each of the parties hereto irrevocably waives the defense of an inconvenient forum to the maintenance of such Proceeding has been commenced action or proceeding in an improper or inconvenient forumany such court. Each party hereto hereby to this Agreement irrevocably waives personal consents to service of process and consents to process being served in any such 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 manner provided for notices to it under in Section 6.01. Second Lien BrandCo Guarantee and Security Agreement LEGAL_US_E # 148180534.4 Nothing in this Agreement and agrees that such service shall constitute good and sufficient service will affect the right of process and notice thereof. Nothing contained herein shall be deemed any party to limit in any way any right this Agreement to serve process in any other manner permitted by Law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYlaw.

Governing Law Submission to Jurisdiction Etc. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with and governed by the internal Laws laws of the State of Delaware applicable to contracts made and to be performed entirely within such StateNew York. Each party agrees that all Proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be resolved in the Delaware Courts. Each party hereto Borrower hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Delaware Courts courts of the State of New York and any federal court sitting in the Southern District of New York, and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement, or any other Financing Document or for the adjudication recognition or enforcement of any dispute hereunder 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 the State of New York. 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 connection herewith any other manner provided by applicable law. Nothing in this Agreement shall affect any right that any Agent, any Collateral Agent, any Issuing Bank, or with any transaction contemplated Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Financing Document against a Borrower or any other Credit Party or its properties in the courts of any other jurisdiction. Each Borrower hereby or discussed herein (including with respect irrevocably and unconditionally waives, to the enforcement fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this AgreementAgreement in any court referred to in this Section 10.8(a), and . Each of the parties hereto hereby irrevocably waives, and agrees not to assert the fullest extent permitted by applicable law, any forum non conveniens defense to the maintenance of such action or proceeding in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such Delaware Court, or that such Proceeding has been commenced in an improper or inconvenient forumcourt. Each party hereto hereby to this Agreement irrevocably waives personal consents to service of process and consents to process being served in any such 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 manner provided for notices to it under in Section 10.1. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service will affect the right of process and notice thereof. Nothing contained herein shall be deemed any party to limit in any way any right this Agreement to serve process in any other manner permitted by Law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYapplicable law.

Governing Law Submission to Jurisdiction Etc. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by and construed in accordance with the internal Laws laws of the State of Delaware applicable Ohio, as applied to contracts made entered into and to be performed entirely in Ohio. (b) The Parties hereby irrevocably consent and agree that any legal action, suit or proceeding arising out of or in any way in connection with this Agreement may be instituted or brought in the United States District Court for the Southern District of Ohio. The Parties hereby irrevocably consent and submit to, for themselves and in respect of their property, generally and unconditionally, the jurisdiction of such Court, and to all proceedings in such Court. Further, the Parties irrevocably consent to actual receipt of any summons and/or legal process at their respective addresses as set forth in this Agreement as constituting in every respect sufficient and effective service of process in any such legal action or proceeding. The Parties further agree that 16 final judgment in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, whether within such Stateor outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liability. (c) The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, 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 Loan Document in any court referred to in paragraph (b) of this Section. Each party agrees that all Proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party parties hereto or its respective Affiliates, employees or agents) shall be resolved in the Delaware Courts. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the Delaware Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such Delaware Court, or that such Proceeding has been commenced in an improper or inconvenient forumcourt. (d) Each party hereto hereby irrevocably waives personal consents to service of process and consents to process being served in any such 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 manner provided for notices to it under in Section 17 of this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof(other than the provisions in Section 17 permitting notices to be delivered by electronic communications). Nothing contained herein shall be deemed to limit in this Agreement will affect the right of any way any right party hereto to serve process in any other manner permitted by Lawapplicable law. 23. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 24. Counterparts; Integration; Effectiveness; Electronic Execution. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. [SIGNATURES ON FOLLOWING PAGE] 17

Governing Law Submission to Jurisdiction Etc. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with and governed by the internal Laws laws of the State of Delaware applicable to contracts made and to be performed entirely within such StateNew York. Each party agrees that all Proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be resolved in the Delaware Courts. Each party hereto Borrower hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Delaware Courts courts of the State of New York and any federal court sitting in the Southern District of New York, and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement, or any other Financing Document or for the adjudication recognition or enforcement of any dispute hereunder 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 the State of New York. 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 connection herewith any other manner provided by applicable law. Nothing in this Agreement shall affect any right that any Agent, any Issuing Bank, any Risk Participant or with any transaction contemplated Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Financing Document against a Borrower or any other Credit Party or its properties in the courts of any other jurisdiction. Each Borrower hereby or discussed herein (including with respect irrevocably and unconditionally waives, to the enforcement fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this AgreementAgreement in any court referred to in this Section 10.8(a), and . Each of the parties hereto hereby irrevocably waives, and agrees not to assert the fullest extent permitted by applicable law, any forum non conveniens defense to the maintenance of such action or proceeding in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such Delaware Court, or that such Proceeding has been commenced in an improper or inconvenient forumcourt. Each party hereto hereby to this Agreement irrevocably waives personal consents to service of process and consents to process being served in any such 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 manner provided for notices to it under in Section 10.1. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service will affect the right of process and notice thereof. Nothing contained herein shall be deemed any party to limit in any way any right this Agreement to serve process in any other manner permitted by Law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYapplicable law.

Governing Law Submission to Jurisdiction Etc. All questions concerning the constructionThis Agreement and any right, validityremedy, enforcement and interpretation obligation, claim, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Agreement shall be governed by by, and construed in accordance with with, the internal Laws law of the State of Delaware applicable New York without regard to contracts made and conflicts of law principles that would lead to be performed entirely within such Statethe application of laws other than the law of the State of New York and, to the extent applicable, the Bankruptcy Code. Each party agrees that all Proceedings concerning the interpretationSubsidiary Guarantor irrevocably and unconditionally submits, enforcement for itself and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliatesproperty, employees or agents) shall be resolved in the Delaware Courts. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the Delaware Courts Bankruptcy Court and, if the Bankruptcy Court does not have, or abstains from jurisdiction, the Supreme Court 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, in any action or proceeding arising out of or relating to this Agreement or any Loan Document to which such Subsidiary Guarantor is a party, or for the adjudication recognition or enforcement of any dispute hereunder or judgment. Each of the parties hereto irrevocably and unconditionally agrees that all claims in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such Delaware Courtaction 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 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 law. Nothing in this Agreement shall affect any right that any Secured Party or Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement against any Subsidiary Guarantor or its properties in the courts of any jurisdiction. To the fullest extent it may legally and effectively do so, each Subsidiary Guarantor irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in this Section. To the fullest extent permitted by law, each of the parties hereto irrevocably waives the defense of an inconvenient forum to the maintenance of such Proceeding has been commenced action or proceeding in an improper or inconvenient forumany such court. Each party hereto hereby to this Agreement irrevocably waives personal consents to service of process and consents to process being served in any such 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 manner provided for notices to it under in Section 6.01. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service will affect the right of process and notice thereof. Nothing contained herein shall be deemed any party to limit in any way any right this Agreement to serve process in any other manner permitted by Law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYlaw.