Common use of GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM Clause in Contracts

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of law provisions thereof. Each party hereto agrees that it shall bring up any action or proceeding in respect of any claim arising out of or related to this agreement or the transactions contained in and contemplated by this Agreement, whether in tort or contract or at law or in equity, exclusively in the United States District Court for the Southern District of New York or, if such court is not available, the Supreme Court of the State of New York (the "Chosen Courts") and solely in connection with claims arising under this Agreement or the transactions contained in or contemplated by this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts and agrees not to commence any action in respect of any such claim in any other court or forum, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (iv) waives any right to a trial by jury and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 18 of this Agreement. Without limiting the foregoing, each of the Corporation and the Holder hereby appoints, in the case of any such action or proceeding brought in the courts of or in the State of New York, CT Corporation System with offices on the date hereof at 111 8th Avenue, 13th Floor, New York, N.Y. 10011 to receive, for it and xx xxx xxxxxx, xxxxxxx xx xxxxxxx xx xxx Xxxxx of New York with respect thereto, provided the Corporation and the Holder may appoint any other person, reasonably acceptable to the other party, with offices in the State of New York to replace such agent for service of process upon delivery to the other party of a reasonably acceptable agreement of such new agent agreeing to act.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of law provisions thereofTHE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF ANY OTHER LAW. Each party hereto agrees that it shall bring up any action or proceeding in respect of any claim arising out of or related to this agreement Agreement or the transactions contained in and or contemplated by this Agreement, whether Agreement and the Ancillary Agreements (other than any Employment Agreement in tort or contract or at law or in equitywhich a different venue is provided), exclusively in the United States District Court for the Southern Northern District of New York orCalifornia or any California State court sitting in the City of San Francisco, if such court is not available, the Supreme Court of the State of New York California (the "“Chosen Courts") ”), and solely in connection with claims arising under this Agreement or the transactions contained in or contemplated by that are the subject of this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts and agrees not to commence any action in respect of any such claim in any other court or forum, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto. Each Seller hereby irrevocably designates US Seller as its agent and attorney-in-fact for the acceptance of service of process, (iv) waives any right to a trial by jury and (v) agrees that service of process upon such party US Seller in any such action or proceeding shall be effective if notice upon each Seller, and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and each Seller hereby stipulates that such consent and appointment is given irrevocable and coupled with an interest. Each Buyer hereby irrevocably designates US Buyer as its agent and attorney-in-fact for the acceptance of service of process, and agrees that service of process upon US Buyer in accordance with Section 18 of this Agreement. Without limiting the foregoing, each of the Corporation and the Holder hereby appoints, in the case of any such action or proceeding brought shall be effective upon each Buyer, and making an appearance on its behalf in any such claim or proceeding and for the courts taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the State of New York, CT Corporation System Chosen Courts and each Buyer hereby stipulates that such consent and appointment is irrevocable and coupled with offices on the date hereof at 111 8th Avenue, 13th Floor, New York, N.Y. 10011 to receive, for it and xx xxx xxxxxx, xxxxxxx xx xxxxxxx xx xxx Xxxxx of New York with respect thereto, provided the Corporation and the Holder may appoint any other person, reasonably acceptable to the other party, with offices in the State of New York to replace such agent for service of process upon delivery to the other party of a reasonably acceptable agreement of such new agent agreeing to actan interest.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. This Agreement shall be construed in accordance with THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Prior to the laws dismissal of the State Paragon Cases, the Bankruptcy Court shall have exclusive jurisdiction over this Agreement (unless the Bankruptcy Court is prohibited by law or permissively abstains from deciding the matter, in which case the District Court for the Southern District of New YorkYork shall have exclusive jurisdiction). After the dismissal of the Paragon Cases, without regard to conflict of law provisions thereof. Each party hereto each Party agrees that it shall bring up any action or proceeding in litigation with respect of to any claim arising out of or related to this agreement Agreement or the transactions contained in and or contemplated by this Agreement, whether in tort or contract or at law or in equity, exclusively in the United States District Court for the Southern District of New York or, if such or any New York State court is not availablesitting in New York County (together with the appellate courts thereof, the Supreme Court of the State of New York (the "“Chosen Courts") ”), and solely in connection with claims arising under this Agreement or the transactions contained in or contemplated by that are the subject of this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts and agrees not to commence any action in respect of any such claim in any other court or forumCourts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party either Party hereto, (iv) waives any right to a trial by jury and (v) agrees that service of process upon such party Party in any such action or proceeding shall be effective if notice is given in accordance with Section 18 9.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Without limiting Notwithstanding anything herein to the foregoingProtected by FRE 408 contrary, (i) nothing in this Section 9.6 shall prohibit any Party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (ii) each of the Corporation and the Holder hereby appointsParty agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the case world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such action or proceeding brought in the courts of or in the State of New York, CT Corporation System with offices on the date hereof at 111 8th Avenue, 13th Floor, New York, N.Y. 10011 to receive, for it and xx xxx xxxxxx, xxxxxxx xx xxxxxxx xx xxx Xxxxx of New York with respect thereto, provided the Corporation and the Holder may appoint any other person, reasonably acceptable to the other party, with offices in the State of New York to replace such agent for service of process upon delivery to the other party of a reasonably acceptable agreement of such new agent agreeing to actjurisdiction.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of law provisions thereof. Each party hereto agrees that it shall bring up any action or proceeding in respect of any claim arising out of or related to this agreement or the transactions contained in and contemplated by this Agreement, whether in tort or contract or at law or in equity, exclusively in the United States District Court for the Southern District of New York or, if such court is not available, the Supreme Court of the State of New York for the county of New York (the "Chosen Courts") and solely in connection with claims arising under this Agreement or the transactions contained in or contemplated by this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts and agrees not to commence any action in respect of any such claim in any other court or forum, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (iv) waives any right to a trial by jury and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 18 10 of this Agreement. Without limiting the foregoing, each of the Corporation and the Holder Purchaser hereby appoints, in the case of any such action or proceeding brought in the courts of or in the State of New York, CT Corporation System system with its offices on the date hereof at 111 8th Avenue000 0xx Xxxxxx, 13th Floor00xx Xxxxx, New YorkXxx Xxxx, N.Y. 10011 X.X. 00000 to receive, for it and xx xxx xxxxxxon its behalf, xxxxxxx xx xxxxxxx xx xxx Xxxxx service of process in the State of New York with respect thereto, provided the Corporation and the Holder Purchaser may appoint any other personPerson, reasonably acceptable to the other party, with offices in the State of New York to replace such agent for service of process upon delivery to the other party of a reasonably acceptable agreement of such new agent agreeing to act.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of law provisions thereof. Each party hereto agrees that it shall bring up any action or proceeding in respect of any claim arising out of or related to this agreement or the transactions contained in and contemplated by this Agreement, whether in tort or contract or at law or in equity, exclusively in the United States District Court for the Southern District of New York or, if such court is not available, the Supreme Court of the State of New York (the "“Chosen Courts"”) and solely in connection with claims arising under this Agreement or the transactions contained in or contemplated by this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts and agrees not to commence any action in respect of any such claim in any other court or forum, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (iv) waives any right to a trial by jury and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 18 17 of this Agreement. Without limiting the foregoing, each of the Corporation and the Holder hereby appoints, in the case of any such action or proceeding brought in the courts of or in the State of New York, CT Corporation System with offices on the date hereof at 111 8th Avenue000 0xx Xxxxxx, 13th Floor00xx Xxxxx, New YorkXxx Xxxx, N.Y. 10011 X.X. 00000 to receive, for it and xx xxx xxxxxxon its behalf, xxxxxxx xx xxxxxxx xx xxx Xxxxx service of process in the State of New York with respect thereto, provided the Corporation and the Holder may appoint any other person, reasonably acceptable to the other party, with offices in the State of New York to replace such agent for service of process upon delivery to the other party of a reasonably acceptable agreement of such new agent agreeing to act.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. This Agreement shall be construed in accordance with the laws of the State of New YorkTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE IN THE UNITED STATES OF AMERICA, without regard to conflict of law provisions thereofREGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW THEREOF. Each party hereto agrees that it shall bring up any action or proceeding in Litigation with respect of to any claim arising out of or related to this agreement Agreement or the transactions contained in and or contemplated by this Agreement, whether in tort or contract or at law or in equityAgreement and the Ancillary Agreements, exclusively in the United States District Court for the Southern District of New York or, if such court is not available, the Supreme Delaware Court of Chancery and any state appellate court therefrom within the State of New York Delaware (unless the "Chosen Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware) (such courts, collectively, the “Delaware Courts") ”), and solely in connection with claims arising under this Agreement or the transactions contained in or contemplated by that are the subject of this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Delaware Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts and agrees not to commence any action in respect of any such claim in any other court or forumDelaware Courts, (iii) waives any objection that the Chosen Delaware Courts are an inconvenient forum or do not have jurisdiction over any either party hereto, (iv) waives any right to a trial by jury and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 18 12.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Without limiting Notwithstanding anything herein to the foregoingcontrary, (i) nothing in this Section 12.9 shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (ii) each of the Corporation and the Holder hereby appointsparty hereto agrees that any judgment issued by a Delaware Court may be recognized, recorded, registered or enforced in any jurisdiction in the case world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such action or proceeding brought in the courts of or in the State of New York, CT Corporation System with offices on the date hereof at 111 8th Avenue, 13th Floor, New York, N.Y. 10011 to receive, for it and xx xxx xxxxxx, xxxxxxx xx xxxxxxx xx xxx Xxxxx of New York with respect thereto, provided the Corporation and the Holder may appoint any other person, reasonably acceptable to the other party, with offices in the State of New York to replace such agent for service of process upon delivery to the other party of a reasonably acceptable agreement of such new agent agreeing to actjurisdiction.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of law provisions thereof. Each party hereto agrees that it shall bring up any action or proceeding in respect of any claim arising out of or related to this agreement Agreement or the transactions contained in and contemplated by this Agreement, whether in tort or contract or at law or in equity, exclusively in the United States District Court for the Southern District of New York or, if such court is not available, the Supreme Court of the State of New York for the county of New York (the "Chosen Courts") and solely in connection with claims arising under this Agreement or the transactions contained in or contemplated by this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts and agrees not to commence any action in respect of any such claim in any other court or forum, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (iv) waives any right to a trial by jury and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 18 10 of this Agreement. Without limiting the foregoing, each of the Corporation and the Holder Purchaser hereby appoints, in the case of any such action or proceeding brought in the courts of or in the State of New York, CT Corporation System system with its offices on the date hereof at 111 8th Avenue, 13th Floor, New York, N.Y. 10011 to receive, for it and xx xxx xxxxxx, xxxxxxx xx xxxxxxx xx xxx Xxxxx of New York with respect thereto, provided the Corporation and the Holder Purchaser may appoint any other personPerson, reasonably acceptable to the other party, with offices in the State of New York to replace such agent for service of process upon delivery to the other party of a reasonably acceptable agreement of such new agent agreeing to act.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of law provisions thereofTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each party hereto agrees that it shall bring up any action or proceeding in Litigation with respect of to any claim arising out of or related to this agreement Agreement or the transactions contained in and or contemplated by this Agreement, whether in tort or contract or at law or in equityAgreement and the Ancillary Agreements, exclusively in the United States District Court for the Southern District of New York or, if such or any New York State court is not availablesitting in New York County (together with the appellate courts thereof, the Supreme Court of the State of New York (the "“Chosen Courts") ”), and solely in connection with claims arising under this Agreement or the transactions contained in or contemplated by that are the subject of this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts and agrees not to commence any action in respect of any such claim in any other court or forumCourts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any either party hereto, (iv) waives any right to a trial by jury and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 18 11.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Without limiting Notwithstanding anything herein to the foregoingcontrary, (x) nothing in this Section 11.9 shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (y) each of the Corporation and the Holder hereby appointsparty hereto agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the case world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such action or proceeding brought in the courts of or in the State of New York, CT Corporation System with offices on the date hereof at 111 8th Avenue, 13th Floor, New York, N.Y. 10011 to receive, for it and xx xxx xxxxxx, xxxxxxx xx xxxxxxx xx xxx Xxxxx of New York with respect thereto, provided the Corporation and the Holder may appoint any other person, reasonably acceptable to the other party, with offices in the State of New York to replace such agent for service of process upon delivery to the other party of a reasonably acceptable agreement of such new agent agreeing to actjurisdiction.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of law provisions thereof. Each party hereto agrees that it shall bring up any action or proceeding in respect of any claim arising out of or related to this agreement or the transactions contained in and contemplated by this Agreement, whether in tort or contract or at law or in equity, exclusively in the United States District Court for the Southern District of New York or, if such court is not available, the Supreme Court of the State of New York for the county of New York (the "Chosen Courts") and solely in connection with claims arising under this Agreement or the transactions contained in or contemplated by this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts and agrees not to commence any action in respect of any such claim in any other court or forum, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (iv) waives any right to a trial by jury and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 18 11 of this Agreement. Without limiting the foregoing, each of the Corporation and the Holder Purchaser hereby appoints, in the case of any such action or proceeding brought in the courts of or in the State of New York, CT Corporation System system with offices on the date hereof at 111 8th Avenue000 0xx Xxxxxx, 13th Floor00xx Xxxxx, New YorkXxx Xxxx, N.Y. 10011 X.X. 00000 to receive, for it and xx xxx xxxxxxon its behalf, xxxxxxx xx xxxxxxx xx xxx Xxxxx service of process in the State of New York with respect thereto, provided the Corporation and the Holder Purchaser may appoint any other personPerson, reasonably acceptable to the other party, with offices in the State of New York to replace such agent for service of process upon delivery to the other party of a reasonably acceptable agreement of such new agent agreeing to act.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of law provisions thereof. Each party hereto agrees that it shall bring up any action or proceeding in respect of any claim arising out of or related to this agreement or the transactions contained in and contemplated by this Agreement, whether in tort or contract or at law or in equity, exclusively in the United States District Court for the Southern District of New York or, if such court is not available, the Supreme Court of the State of New York (the "Chosen Courts") and solely in connection with claims arising under this Agreement or the transactions contained in or contemplated by this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts and agrees not to commence any action in respect of any such claim in any other court or forum, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (iv) waives any right to a trial by jury and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 18 of this Agreement. Without limiting the foregoing, each of the Corporation and the Holder hereby appoints, in the case of any such action or proceeding brought in the courts of or in the State of New York, CT Corporation System with offices on the date hereof at 111 8th Avenue000 0xx Xxxxxx, 13th Floor00xx Xxxxx, New YorkXxx Xxxx, N.Y. 10011 X.X. 00000 to receive, for it and xx xxx xxxxxxon its behalf, xxxxxxx xx xxxxxxx xx xxx Xxxxx service of process in the State of New York with respect thereto, provided the Corporation and the Holder may appoint any other person, reasonably acceptable to the other party, with offices in the State of New York to replace such agent for service of process upon delivery to the other party of a reasonably acceptable agreement of such new agent agreeing to act.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of law provisions thereofTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each party hereto agrees that it shall bring up any action or proceeding in Litigation with respect of to any claim arising out of or related to this agreement Agreement or the transactions contained in and or contemplated by this Agreement, whether in tort or contract or at law or in equityAgreement and the Ancillary Agreements, exclusively in the United States District Court for the Southern District of New York or, if such or any New York State court is not availablesitting in New York County (together with the appellate courts thereof, the Supreme Court of the State of New York (the "“Chosen Courts") ”), and solely in connection with claims arising under this Agreement or the transactions contained in or contemplated by that are the subject of this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts and agrees not to commence any action in respect of any such claim in any other court or forumCourts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any either party hereto, (iv) waives any right to a trial by jury and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 18 15.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Without limiting Notwithstanding anything herein to the foregoingcontrary, (x) nothing in this Section 15.11 shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (y) each of the Corporation and the Holder hereby appointsparty hereto agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the case world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such action or proceeding brought in the courts of or in the State of New York, CT Corporation System with offices on the date hereof at 111 8th Avenue, 13th Floor, New York, N.Y. 10011 to receive, for it and xx xxx xxxxxx, xxxxxxx xx xxxxxxx xx xxx Xxxxx of New York with respect thereto, provided the Corporation and the Holder may appoint any other person, reasonably acceptable to the other party, with offices in the State of New York to replace such agent for service of process upon delivery to the other party of a reasonably acceptable agreement of such new agent agreeing to actjurisdiction.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. This Agreement shall be construed in accordance with the laws of the State of New YorkTHIS AGREEMENT AND ALL MATTERS ARISING FROM, without regard to conflict of law provisions thereofOR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each party hereto agrees that it shall bring up any action or proceeding in Litigation with respect of to any claim arising out of or related to this agreement Agreement or the transactions contained in and or contemplated by this Agreement, whether in tort or contract or at law or in equityAgreement and the Ancillary Agreements, exclusively in any federal court sitting in the United States District Court for City of Wilmington in the Southern District State of New York Delaware or, if to the extent such court is courts are not available, any Delaware State court sitting in the Supreme Court City of Wilmington (in each case, together with the State of New York (appellate courts thereof, the "“Chosen Courts") ”), and solely in connection with claims arising under this Agreement or the transactions contained in or contemplated by that are the subject of this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts and agrees not to commence any action in respect of any such claim in any other court or forumCourts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any either party hereto, (iv) waives any right to a trial by jury and (v) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 18 11.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Without limiting Notwithstanding anything herein to the contrary, (i) nothing in this Section 11.9 shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (ii) each party hereto agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction. Notwithstanding the foregoing, each of the Corporation and parties hereto hereby (i) agree that any claim or dispute involving any Financing Source in any way relating to this Agreement or any of the Holder hereby appointstransactions contemplated hereby, in the case of including any such action claim or proceeding brought in the courts dispute arising out of or relating in any way to the Financing or the performance thereof, shall be governed by the Laws of the State of New York, CT Corporation System with offices on the date hereof at 111 8th Avenue, 13th Floor, New York, N.Y. 10011 without giving effect to receive, for it and xx xxx xxxxxx, xxxxxxx xx xxxxxxx xx xxx Xxxxx any choice or conflict of New York with respect thereto, provided the Corporation and the Holder may appoint any other person, reasonably acceptable to the other party, with offices in law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York, (ii) irrevocably and unconditionally agrees, on behalf of itself and its Affiliates, that it will not bring or support any Litigation against any Financing Source in any way relating to replace this Agreement or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Financing or the performance thereof, in any forum other than a court of competent jurisdiction sitting in the borough of Manhattan of the City of New York, whether a state or federal court, and that the provisions of Section 11.10 relating to the waiver of jury trial shall apply to any such agent for action, suit or proceeding, (iii) agrees that service of process, summons, notice or document by registered mail address to it at its address provided in Section 11.1 shall be effective service of process upon delivery against it for any such action brought in any such court, (iv) waives and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of venue or, and the defense of an inconvenient forum to the maintenance of, any such action in any such court and (v) agrees that a final judgment in any such action shall be conclusive and may be enforced in other party of a reasonably acceptable agreement of such new agent agreeing to actjurisdictions by suit on the judgement or in any other manner provided by Law.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. This Agreement shall be construed in accordance with the laws THIS AGREEMENT SHALL BE CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Each of the State of New York, without regard to conflict of law provisions thereof. Each party parties hereto agrees that it shall bring up any action or proceeding in respect of any claim arising out of or related to this agreement or the transactions contained in and contemplated by this Agreement, whether in tort or contract or at law or in equity, exclusively in the United States District Court for the Southern District of New York or, if such court is not available, the Supreme Court of the State of New York (the "Chosen Courts") and solely in connection with claims arising under this Agreement or the transactions contained in or contemplated by this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Bankruptcy Court, or, if the Bankruptcy Court declines to accept jurisdiction over a particular matter, then the Chancery Court of the State of Delaware, and if the Chancery Court of the State of Delaware declines jurisdiction, then any state or federal court sitting in Delaware (the “Chosen Courts”) in any action or proceeding arising out of or relating to this Agreement, (ii) waives any objection to laying venue agrees that all claims in any respect of such action or proceeding may be heard and determined in the Chosen Courts and (iii) agrees not to commence bring any action in respect or proceeding arising out of any such claim or relating to this Agreement in any other court or forum, (iii) waives any objection that court. Each of the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto, (iv) waives any right to a trial by jury and (v) parties hereto agrees that service of process upon such party a final judgment (subject to any appeals therefrom) in any such action or proceeding shall be effective if notice is given conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each of the parties hereto hereby irrevocably and unconditionally waives, to the 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 Agreement or the transactions contemplated by this Agreement in the Chosen Courts in accordance with Section 18 the provisions of this AgreementSection 10.04. Without limiting the foregoing, each Each of the Corporation and parties hereto hereby irrevocably waives, to the Holder hereby appointsfullest extent permitted by law, in the case defense of any an inconvenient forum to the maintenance of such action or proceeding brought in the courts Chosen Courts. Each of or in the State of New York, CT Corporation System with offices on the date hereof at 111 8th Avenue, 13th Floor, New York, N.Y. 10011 parties hereto hereby irrevocably and unconditionally consents to receive, for it and xx xxx xxxxxx, xxxxxxx xx xxxxxxx xx xxx Xxxxx of New York with respect thereto, provided the Corporation and the Holder may appoint any other person, reasonably acceptable to the other party, with offices in the State of New York to replace such agent for service of process upon delivery in the manner provided for notices in Section 10.11. Nothing in this Agreement will affect the right of any party to the this Agreement to serve process in any other party of a reasonably acceptable agreement of such new agent agreeing to actmanner permitted by law.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. This Agreement shall be construed in accordance with THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Prior to the laws dismissal of the State Paragon Cases, the Bankruptcy Court shall have exclusive jurisdiction over this Agreement (unless the Bankruptcy Court is prohibited by law or permissively abstains from deciding the matter, in which case the District Court for the Southern District of New YorkYork shall have exclusive jurisdiction). After the dismissal of the Paragon Cases, without regard to conflict of law provisions thereof. Each party hereto each Party agrees that it shall bring up any action or proceeding in litigation with respect of to any claim arising out of or related to this agreement Agreement or the transactions contained in and or contemplated by this Agreement, whether in tort or contract or at law or in equity, exclusively in the United States District Court for the Southern District of New York or, if such or any New York State court is not availablesitting in New York County (together with the appellate courts thereof, the Supreme Court of the State of New York (the "“Chosen Courts") ”), and solely in connection with claims arising under this Agreement or the transactions contained in or contemplated by that are the subject of this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts and agrees not to commence any action in respect of any such claim in any other court or forumCourts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party either Party hereto, (iv) waives any right to a trial by jury and (v) agrees that service of process upon such party Party in any such action or proceeding shall be effective if notice is given in accordance with Section 18 9.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Without limiting Notwithstanding anything herein to the foregoingcontrary, (i) nothing in this Section 9.6 shall prohibit any Party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (ii) each of the Corporation and the Holder hereby appointsParty agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the case world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such action or proceeding brought in the courts of or in the State of New York, CT Corporation System with offices on the date hereof at 111 8th Avenue, 13th Floor, New York, N.Y. 10011 to receive, for it and xx xxx xxxxxx, xxxxxxx xx xxxxxxx xx xxx Xxxxx of New York with respect thereto, provided the Corporation and the Holder may appoint any other person, reasonably acceptable to the other party, with offices in the State of New York to replace such agent for service of process upon delivery to the other party of a reasonably acceptable agreement of such new agent agreeing to actjurisdiction.