Common use of Governing Law; Waiver of Jury Trial; Submission to Jurisdiction Clause in Contracts

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE CO-ISSUERS, THE TRUSTEE AND THE COLLATERAL TRUSTEE 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 INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture, the Notes, the Note Guarantees or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 13.02 shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any suit, action or other proceeding has been brought in an inconvenient forum.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE CO-ISSUERS, THE TRUSTEE ISSUERS AND THE COLLATERAL TRUSTEE 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 INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture, the Notes, the Note Guarantees or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 13.02 11.02 shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any suit, action or other proceeding has been brought in an inconvenient forum.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. THIS INDENTUREThis Indenture, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BYthe Notes and the Guarantees, AND CONSTRUED IN ACCORDANCE WITHand the rights and duties of the parties hereunder and thereunder, THE LAWS OF THE STATE OF NEW YORKshall be governed by, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBYand construed in accordance with, the laws of the State of New York. EACH OF THE CO-ISSUERS, THE TRUSTEE ISSUERS AND THE COLLATERAL TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY. Any legal suitThe Issuers irrevocably consent and submit, action for themselves and in respect of any of its assets or proceeding arising out property, to the nonexclusive jurisdiction of or based upon this Indenture, the Notes, the Note Guarantees or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts any court of the State of New York or any United States Federal court sitting, in each case located case, in the City Borough of New York (collectivelyManhattan, the “Specified Courts”)Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and each party irrevocably submits to any appellate court from any thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the non-exclusive Securities, and waives any immunity from the jurisdiction of such courts in courts. The Issuers irrevocably waive, to the fullest extent permitted by law, any objection to any such suit, action or proceeding. Service proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 13.02 shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any suit, action or other proceeding has been brought in an inconvenient forum. The Issuers agree, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuers, and waive, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Issuers’ jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE CO-ISSUERS, THE TRUSTEE AND THE COLLATERAL TRUSTEE 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 INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture, the Notes, the Note Guarantees or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 13.02 shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any suit, action or other proceeding has been brought in an inconvenient forum.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. THIS INDENTUREThis Revolving Note shall be governed by and construed in accordance with the substantive laws of the State of New York, without giving effect to the conflict of laws provisions thereof. EXCEPT AS PROHIBITED BY LAW, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE CO-ISSUERS, THE TRUSTEE AND THE COLLATERAL TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS REVOLVING NOTE. THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS AND CONSENTS, FOR ITSELF AND ITS PROPERTY, TO THE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE CITY OF NEW YORK OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTUREREVOLVING NOTE OR ANY OF THE OTHER TRANSACTION DOCUMENTS, AND THE NOTES BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. THE TRANSACTIONS CONTEMPLATED HEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture, the Notes, the Note Guarantees or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 13.02 shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any suit, action or other proceeding has been brought in an inconvenient forumBORROWER HEREBY AGREES THAT SERVICE OF COPIES OF ANY SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION MAY BE MADE BY MAILING BY CERTIFIED MAIL OR DELIVERING A COPY OF SUCH PROCESS TO THE BORROWER AT THE BORROWER’S ADDRESS AS SPECIFIED IN SECTION 10.5 OF THE LOAN AGREEMENT.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. THIS INDENTUREThis Indenture and the Notes will be governed by and construed in accordance with the laws of the State of New York, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BYwithout giving effect to conflicts of law principles to the extent that the application of the laws of another jurisdiction would be required thereby. Each of the Issuer and the Trustee hereby irrevocably waives, AND CONSTRUED IN ACCORDANCE WITHto the fullest extent permitted by applicable law, THE LAWS OF THE STATE OF NEW YORKany and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE CO-ISSUERS, THE TRUSTEE AND THE COLLATERAL TRUSTEE 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 INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBYthe Notes or the transactions contemplated hereby. Any legal suit, action or proceeding arising out of or based upon this Indenture, the Notes, the Note Guarantees Indenture or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 13.02 10.02 shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any suit, action or other proceeding has been brought in an inconvenient forum.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. This Note, including the formation, breach, termination, validity, interpretation, and enforcement thereof, and all transactions contemplated by this Note, will in all respects be governed by, and construed in accordance with, the laws of the State of Utah, without giving effect to principles or rules of conflict of laws, to the extent such principles or rules would permit or require the application of the laws of another jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS INDENTURE, NOTE OR THE NOTES AND TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED EXCLUSIVELY IN THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED FEDERAL OR STATE COURT SITTING IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORKUTAH, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXTENT EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY PREPAID EXPRESS COURIER TO SUCH PARTY’S ADDRESS SET FORTH HEREIN WILL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBYANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE CO-ISSUERS, THE TRUSTEE AND THE COLLATERAL TRUSTEE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS INDENTURE, THE NOTES NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS NOTE. Any legal suitEACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, action or proceeding arising out of or based upon this IndentureAGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, the NotesEXPRESSLY OR OTHERWISE, the Note Guarantees or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (collectivelyB) MAKES THIS WAIVER VOLUNTARILY AND UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, the “Specified Courts”)AND (C) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS NOTE AND THE TRANSACTIONS CONTEMPLATED BY THIS NOTE, and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suitAS APPLICABLE, action or proceeding. Service of any processBY, summonsAMONG OTHER THINGS, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 13.02 shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any suit, action or other proceeding has been brought in an inconvenient forumTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.3.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. THIS INDENTUREThis Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBYwithout regard to conflicts of laws principles thereof. EACH OF THE CO-ISSUERSCOMPANY, THE TRUSTEE PARENT GUARANTOR AND THE COLLATERAL TRUSTEE 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 INDENTURE, THE NOTES SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY. Any legal Each party hereto hereby irrevocably submits to the jurisdiction of any New York State court sitting in the Borough of Manhattan in the City of New York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to this Indenture and the Securities, and irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts. The Company hereby appoints the Parent Guarantor as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based upon on this Indenture, the Notes, the Note Guarantees Securities or the transactions contemplated hereby which may be instituted in any New York State court sitting in the federal courts Borough of the United States of America located Manhattan in the City of New York or any federal court sitting in the courts Borough of the State of New York in each case located Manhattan in the City of New York (collectivelyYork, expressly consents to the “Specified Courts”)jurisdiction of any such court in respect of any such action, and each party irrevocably submits waives any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents that the non-exclusive jurisdiction Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such courts appointment in any such suit, action or proceedingfull force and effect as aforesaid. Service of any process, summons, process upon the Authorized Agent and written notice or document by mail (of such service to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 13.02 Company and the Parent Guarantor shall be deemed, in every respect, effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably upon the Company and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any suit, action or other proceeding has been brought in an inconvenient forumParent Guarantor.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. THIS INDENTURE, THE NOTES INDENTURE AND THE NOTE GUARANTEES SECURITIES SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE CO-ISSUERS, THE TRUSTEE COMPANY AND THE COLLATERAL TRUSTEE HEREBY TRUSTEE, AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES SECURITIES, OR THE TRANSACTIONS CONTEMPLATED HEREBYTHEREBY. Any legal suitThe Company irrevocably consents and submits, action for itself and in respect of any of its assets or proceeding arising out property, to the nonexclusive jurisdiction of or based upon this Indenture, the Notes, the Note Guarantees or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts any court of the State of New York or any United States Federal court sitting, in each case located case, in the Borough of Manhattan, The City of New York (collectivelyYork, the “Specified Courts”)New York, United States of America, and each party irrevocably submits to any appellate court from any thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the non-exclusive Securities, and waives any immunity from the jurisdiction of such courts in courts. The Company irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding. Service proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 13.02 shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any suit, action or other proceeding has been brought in an inconvenient forum. The Company agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE CO-ISSUERSISSUER, THE GUARANTORS, THE TRUSTEE AND THE COLLATERAL TRUSTEE SECURITY AGENT 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 INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture, the Notes, the Note Guarantees or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City Borough of New York Manhattan (collectively, the “Specified Courts”), and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 13.02 shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any suit, action or other proceeding has been brought in an inconvenient forum.. Global Ship Lease, Inc. Indenture Page 125

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE CO-ISSUERSISSUER, THE GUARANTORS, THE TRUSTEE AND THE COLLATERAL TRUSTEE SECURITY AGENT 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 INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. Global Ship Lease, Inc. Indenture Page 171 Any legal suit, action or proceeding arising out of or based upon this Indenture, the Notes, the Note Guarantees or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City Borough of New York Manhattan (collectively, the “Specified Courts”), and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 13.02 shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any suit, action or other proceeding has been brought in an inconvenient forum.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. THIS INDENTURE, INDENTURE AND THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE CO-ISSUERS, THE TRUSTEE ISSUER AND THE COLLATERAL TRUSTEE 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 INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture, the Notes, the Note Guarantees or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 13.02 shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any suit, action or other proceeding has been brought in an inconvenient forum.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. THIS SUPPLEMENTAL INDENTURE, THE NOTES AND THE NOTE GUARANTEES ALL DISPUTES, ACTIONS, OR CLAIMS OF ANY KIND (WHETHER IN CONTRACT, TORT, OR OTHERWISE) THAT MAY BE BASED UPON, ARISE OUT OF, OR RELATE TO THIS SUPPLEMENTAL INDENTURE, SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF NEW YORK, YORK (WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY). EACH OF THE CO-ISSUERSISSUER, THE GUARANTORS, THE TRUSTEE AND THE COLLATERAL TRUSTEE SECURITY AGENT 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 INDENTURE, THE NOTES SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture, the Notes, the Note Guarantees Supplemental Indenture or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City Borough of New York Manhattan (collectively, the “Specified Courts”), and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 13.02 of the Indenture shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any suit, action or other proceeding has been brought in an inconvenient forum.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. THIS INDENTURE, THE NOTES EACH DEBT SECURITY AND THE NOTE GUARANTEES EACH GUARANTEE OF A GUARANTOR SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE CO-ISSUERSCOMPANY, THE TRUSTEE GUARANTORS AND THE COLLATERAL TRUSTEE TRUSTEE, AND EACH HOLDER OF A DEBT SECURITY BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES DEBT SECURITIES. THE GUARANTEE GUARANTOR OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY. Any legal suitThe Company and each Guarantor irrevocably consents and submits, action for itself and in respect of any of its assets or proceeding arising out property, to the nonexclusive jurisdiction of or based upon this Indenture, the Notes, the Note Guarantees or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts any court of the State of New York or any United States Federal court sitting, in each case located case, in the City Borough of New York (collectivelyManhattan, the “Specified Courts”)Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and each party irrevocably submits to any appellate court from any thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the non-exclusive Securities, and waives any immunity from the jurisdiction of such courts in courts. The Company and each Guarantor irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding. Service proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 13.02 shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any suit, action or other proceeding has been brought in an inconvenient forum. The Company and each Guarantor agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and the Guarantors, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s or Guarantor’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. THIS INDENTUREThis Indenture and the Notes shall be governed by, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BYand construed in accordance with, AND CONSTRUED IN ACCORDANCE WITHthe laws of the State of New York; except for (other than in respect of the Trustee’s own rights, THE LAWS OF THE STATE OF NEW YORKduties and immunities) (i) Section 10.1(b) and the corresponding subordination and ranking provisions of each Series of such Subordinated Notes pursuant to Section 3.1 and in the terms of such Subordinated Notes; (ii) Section 10.1(c) and, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBYto the extent that “Waiver of Set-off” is specified pursuant to Section 3.1 as being applicable to such Senior Notes, Section 11.1(b) (in relation to waiver of set-off); and (iii) in relation to any Note of any Series, Article XII (in relation to Irish Statutory Loss Absorption Powers), which shall, in each case, be governed by and construed in accordance with, the laws of Ireland, with the intention that such provisions be given full effect in any insolvency proceeding relating to the Issuer in Ireland. EACH OF THE CO-ISSUERS, THE TRUSTEE ISSUER AND THE COLLATERAL TRUSTEE TRUSTEE, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY. Any legal suitThe Issuer irrevocably consents and submits, action for itself and in respect of any of its assets or proceeding arising out property, to the nonexclusive jurisdiction of or based upon this Indenture, the Notes, the Note Guarantees or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts any court of the State of New York or any United States Federal court sitting, in each case located case, in the Borough of Manhattan, The City of New York, New York, United States of America, and any appellate court from any thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Notes, and waives any immunity from the jurisdiction of such courts. The Issuer irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Issuer’s jurisdiction of organization of judgments validly obtained in any such court in New York (collectivelyon the basis of such suit, action or proceeding. Nothing in this Indenture shall affect the “Specified Courts”right to serve process in any other manner permitted by law. Without prejudice to the foregoing, in the event that any legal action, suit or proceedings with respect to Section 10.1(c), Section 11.1(b) and Article XII are commenced in the courts of Ireland, each party Holder irrevocably submits to accepts the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 13.02 shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive waives any objection to the laying courts of venue of any suit, action Ireland on the grounds that they are an inconvenient or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not inappropriate forum to plead or claim in settle any such court that any suit, action or other proceeding has been brought in an inconvenient forumdispute.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE CO-ISSUERS, THE TRUSTEE COMPANY AND THE COLLATERAL TRUSTEE 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 INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture, the Notes, the Note Guarantees or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”"SPECIFIED COURTS"), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s 's address set forth in Section 13.02 11.02 shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any suit, action or other proceeding has been brought in an inconvenient forum.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. THIS INDENTURE, THE NOTES INDENTURE AND THE NOTE GUARANTEES SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, YORK WITHOUT GIVING EFFECT REGARD TO CONFLICTS OF LAWS PRINCIPLES THERETO (OTHER THAN N.Y. GENERAL OBLIGATIONS LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY§ 5-1401). EACH OF THE CO-ISSUERS, THE TRUSTEE COMPANY AND THE COLLATERAL TRUSTEE TRUSTEE, AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF, 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 INDENTURE, THE NOTES SECURITIES OR THE TRANSACTIONS TRANSACTION CONTEMPLATED HEREBYHEREBY OR THEREBY. Any legal suitThe Company irrevocably consents and submits, action for itself and in respect of any of its assets or proceeding arising out property, to the nonexclusive jurisdiction of or based upon this Indenture, the Notes, the Note Guarantees or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts any court of the State of New York or any United States Federal court sitting, in each case located case, in the City Borough of New York (collectivelyManhattan, the “Specified Courts”)Txx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and each party irrevocably submits to any appellate court from any thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the non-exclusive Securities, and waives any immunity from the jurisdiction of such courts in courts. The Company irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding. Service proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 13.02 shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any suit, action or other proceeding has been brought in an inconvenient forum. The Company agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.

Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. THIS INDENTURE, THE NOTES INDENTURE AND THE NOTE GUARANTEES SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, YORK WITHOUT GIVING EFFECT REGARD TO CONFLICTS OF LAWS PRINCIPLES THERETO (OTHER THAN N.Y. GENERAL OBLIGATIONS LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY§ 5-1401). EACH OF THE CO-ISSUERS, THE TRUSTEE COMPANY AND THE COLLATERAL TRUSTEE TRUSTEE, AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF, 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 INDENTURE, THE NOTES SECURITIES OR THE TRANSACTIONS TRANSACTION CONTEMPLATED HEREBYHEREBY OR THEREBY. Any legal suitThe Company irrevocably consents and submits, action for itself and in respect of any of its assets or proceeding arising out property, to the nonexclusive jurisdiction of or based upon this Indenture, the Notes, the Note Guarantees or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts any court of the State of New York or any United States Federal court sitting, in each case located case, in the City Borough of New York (collectivelyManhattan, the “Specified Courts”)Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and each party irrevocably submits to any appellate court from any thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the non-exclusive Securities, and waives any immunity from the jurisdiction of such courts in courts. The Company irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding. Service proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 13.02 shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any suit, action or other proceeding has been brought in an inconvenient forum. The Company agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.