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

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each of the parties hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreement.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each of the parties hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreement.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKThis Agreement shall be construed in accordance with the laws of the State of New York, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSand the obligations, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSrights and remedies of the parties hereunder shall be determined in accordance with such laws. Each of the parties hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreement.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each of the parties hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreement.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. 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 New York without regard to conflicts of laws principles that would require the application of laws of any other jurisdiction. Any legal action or proceeding in connection with this Agreement or the performance hereof shall be brought in the state and federal courts located in the Borough of Manhattan, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSCity, AND THE OBLIGATIONSCounty and State of New York, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSand the parties hereby irrevocably submit to the exclusive jurisdiction of such courts for the purpose of any such action or proceeding and agrees not to assert, by way of motion, as a defense or otherwise, in any such action or proceeding, any claim that such party is not subject personally to the jurisdiction of the above-named courts, that any such action or proceeding may not be brought or maintained in one of the above-named courts should be dismissed on the grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts. Each of the parties hereto hereby submits consents to service of process in any such action or proceeding in any manner permitted by the exclusive jurisdiction laws of the United States District Court for the Southern District State of New York York, agrees that service of process by registered or certified mail, return receipt requested, pursuant to Section 5(b) is reasonably calculated to give actual notice and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead assert by way of motion, as a defense or claimotherwise, in any legal action such action, suit or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought service of process made in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection accordance with this agreementSection 5(i) does not constitute good and sufficient service of process. THE PARTIES WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. REGARDLESS OF ANY PROVISION IN ANY OTHER AGREEMENT, FOR PURPOSES OF THE UCC, NEW YORK SHALL BE DEEMED TO BE THE SECURITIES INTERMEDIARY’S JURISDICTION, AND THE LAW OF THE STATE OF NEW YORK SHALL GOVERN ALL ISSUES SPECIFIED IN ARTICLE 2(1) OF THE HAGUE SECURITIES CONVENTION. Each of the parties hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement Indenture or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement Indenture in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreementIndenture.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each This Agreement shall be governed by and construed in accordance with the internal laws of the parties hereto State of New York without giving effect to any choice or conflict of 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 those of the State of New York. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby or thereby shall be brought in the federal or state courts located in the State of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts (and the United States District Court for appropriate appellate courts therefrom) in any such suit, action or proceeding. The parties irrevocably and unconditionally waive any objection to the Southern District laying of New York and venue of any New York State court sitting suit, action or any proceeding in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, court and agrees irrevocably waive and agree not to plead or claim, claim in any legal such court that any such suit, action or proceeding with respect to this Agreement brought in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waivesService of process, summons, notice or other document by certified or registered mail to the fullest extent permitted by applicable lawsuch party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out ofsuch court. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, under or in connection with this agreementTHEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OR AGENT OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. REGARDLESS OF ANY PROVISION IN ANY OTHER AGREEMENT, FOR PURPOSES OF THE UCC, NEW YORK SHALL BE DEEMED TO BE THE SECURITIES INTERMEDIARY’S JURISDICTION, AND THE LAW OF THE STATE OF NEW YORK SHALL GOVERN ALL ISSUES SPECIFIED IN ARTICLE 2(1) OF THE HAGUE SECURITIES CONVENTION. Each of the parties hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreement.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each This Agreement shall be governed by and construed in accordance with the internal laws of the parties hereto State of New York without giving effect to any choice or conflict of 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 those of the State of New York. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby or thereby shall be brought in the federal or state courts located in the State of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts (and the United States District Court for appropriate appellate courts therefrom) in any such suit, action or proceeding. The parties irrevocably and unconditionally waive any objection to the Southern District laying of New York and venue of any New York State court sitting suit, action or any proceeding in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, court and agrees irrevocably waive and agree not to plead or claim, claim in any legal such court that any such suit, action or proceeding with respect to this Agreement brought in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waivesService of process, summons, notice or other document by certified or registered mail to the fullest extent permitted by applicable lawsuch party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out ofsuch court. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, under or in connection with this agreementTHEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OR AGENT OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.8.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each This Agreement shall be governed by and construed in accordance with the laws of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the parties hereto hereby State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware. Any action or dispute arising out of, based upon or related to this Agreement may only be instituted in the federal courts of the United States of America located in the State of Delaware or, if such courts lack jurisdiction, in the courts of the State of Delaware located in the City of Wilmington and County of New Castle, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or dispute. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any action or dispute brought in any such court. The parties irrevocably and unconditionally waive any objection to the United States District Court for the Southern District laying of New York and venue of any New York State court sitting action or dispute in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees irrevocably waive and agree not to plead or claim, claim in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, such court that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now action or hereafter have to the laying of the venue of dispute brought in any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waivesEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, to the fullest extent permitted by applicable lawTHEREFORE, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreementEACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK(i) This Agreement, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each including the validity hereof and the rights and obligations of the parties hereunder, all amendments and supplements hereto and the transactions contemplated hereby, and all actions or proceedings arising out of or relating to this Agreement, of any nature whatsoever, shall be construed in accordance with and governed by the domestic substantive laws of the State of Delaware without giving effect to any choice of law or conflicts of law provision or rule that might otherwise cause the application of the domestic substantive laws of any other jurisdiction. The parties hereto hereby submits irrevocably submit to the exclusive jurisdiction of the United States District Court for of Chancery of the Southern District State of New York and Delaware (unless the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in which case, any New York state or federal court located within the State court sitting of Delaware) in New York City for purposes of all legal proceedings connection with any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby. Each of the parties hereto hereby further and each party hereby irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it objection which they may now or hereafter have to a trial by jury the laying of venue of any such dispute brought in such court or any defense of inconvenient forum or lack of personal jurisdiction in respect of such dispute. Each of the parties hereto agrees that a judgment rendered in any litigation directly or indirectly arising out of, under such dispute may be enforced in other jurisdictions by suit on the judgment or in connection with this agreementany other manner provided by law.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REFERENCE REGARD TO ITS CONFLICT CONFLICTS OF LAW PROVISIONSPRINCIPLES THEREOF. Any legal suit, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each of the parties hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings action or proceeding arising out of or relating to based upon this Agreement or the transactions contemplated hereby. Each hereby (“Related Proceedings”) may be instituted in the federal courts of the parties hereto hereby further United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”), and each party irrevocably waives submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any claim that Specified Court in a Related Proceeding (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of the Specified Courts in any such courts lack jurisdiction over Related Proceeding. Service of any process, summons, notice or document by mail to such party, ’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The parties irrevocably and agrees unconditionally waive any objection to the laying of venue of any Related Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim, claim in any legal action or proceeding with respect to this Agreement Specified Court that any Related Proceeding brought in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court Specified Court has been brought in an inconvenient forum. Each party hereto hereby waivesTHE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, to the fullest extent permitted by applicable lawTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreementANY 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; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKThis Agreement shall be governed by, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSand construed and enforced in accordance with, AND THE OBLIGATIONSthe laws of the State of New York, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSwithout regard to any choice or conflict of 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. Each In addition, each of the parties hereto hereby (a) expressly submits to the exclusive personal jurisdiction and venue of the United States District Court for the Southern District of New York and of or any New York State court sitting in the Borough of Manhattan, City of New York City for purposes and appellate courts having jurisdiction of all legal proceedings arising appeals from any of the foregoing (the “Chosen Courts”), in the event any dispute (whether in contract, tort or otherwise) arises out of this Agreement or the transactions contemplated hereby, (b) expressly waives any claim of lack of personal jurisdiction or improper venue and any claims that such courts are an inconvenient forum, and (c) agrees that it shall not bring any claim, action or proceeding relating to this Agreement or the transactions contemplated herebyhereby in any court other than the Chosen Courts. Each party hereby irrevocably consents to the service of process of any of the parties hereto hereby further irrevocably waives any claim that aforementioned courts in any such courts lack jurisdiction over such partysuit, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any by the mailing of the aforesaid courtscopies thereof by registered or certified mail or by overnight courier service, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waivespostage prepaid, to the fullest extent permitted by lawits address set forth in Section 8.6, any objection that it may now or hereafter have such service to the laying of the venue of any become effective 10 days after such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forummailing. Each party hereto hereby waivesEACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, to the fullest extent permitted by applicable lawANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out ofACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, under or in connection with this agreementUNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.5.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK(a) This Agreement, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each including the validity hereof and the rights and obligations of the parties hereunder, all amendments and supplements hereto and the transactions contemplated hereby, and all actions or proceedings arising out of or relating to this Agreement, of any nature whatsoever, shall be construed in accordance with and governed by the domestic substantive laws of the State of Delaware without giving effect to any choice of law or conflicts of law provision or rule that might otherwise cause the application of the domestic substantive laws of any other jurisdiction. The parties hereto hereby submits irrevocably submit to the exclusive jurisdiction of the United States District Court for state and federal courts located in the Southern District Borough of Manhattan within the State of New York and of in connection with any New York State court sitting in New York City for purposes of all legal proceedings dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby. Each hereby (except for actions to enforce a judgment rendered by a state or federal court located in the Borough of Manhattan within the parties hereto hereby further irrevocably waives State of New York in connection with any claim dispute that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to arises out of this Agreement in or any of the aforesaid courtstransactions), that any such court lacks jurisdiction over such party. Each of the parties hereto and each party hereby irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it objection which they may now or hereafter have to a trial by jury the laying of venue of any such dispute brought in such court or any defense of inconvenient forum or lack of personal jurisdiction in respect of such dispute. Each of the parties hereto agrees that a judgment rendered in any litigation directly or indirectly arising out of, under such dispute may be enforced in other jurisdictions by suit on the judgment or in connection with this agreementany other manner provided by law.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK(a) This Agreement, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each including the validity hereof and the rights and obligations of the parties hereunder, all amendments and supplements hereto, and all actions or proceedings arising out of or relating to this Agreement, of any nature whatsoever, shall be construed in accordance with and governed by the domestic substantive laws of the State of Delaware without giving effect to any choice of law or conflicts of law provision or rule that might otherwise cause the application of the domestic substantive laws of any other jurisdiction. The parties hereto hereby submits irrevocably submit to the exclusive jurisdiction of the United States District Court for state and federal courts located in the Southern District Borough of Manhattan within the State of New York and of in connection with any New York State court sitting in New York City for purposes of all legal proceedings dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby. Each of the parties hereto hereby further and each party hereby irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it objection which they may now or hereafter have to a trial by jury the laying of venue of any such dispute brought in such court or any defense of inconvenient forum or lack of personal jurisdiction in respect of such dispute. Each of the parties hereto agrees that a judgment rendered in any litigation directly or indirectly arising out of, under such dispute may be enforced in other jurisdictions by suit on the judgment or in connection with this agreementany other manner provided by law.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS LAW OF THE STATE OF NEW YORK, DELAWARE WITHOUT REFERENCE REGARD TO ITS CONFLICT THE CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSPRINCIPLES THEREOF. Each The parties hereby irrevocably submit to the personal jurisdiction of the parties hereto hereby submits to courts of the exclusive jurisdiction State of Delaware located in the County of New Castle and the Federal courts of the United States District Court for of America located in the Southern District County of New York Castle solely in respect of the interpretation and enforcement of the provisions of this Agreement and of any New York State court sitting the documents referred to in New York City for purposes this Agreement, and in respect of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each , and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of the parties hereto hereby further irrevocably waives any claim that any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts lack jurisdiction over or that the venue thereof may not be appropriate or that this Agreement or any such partydocument may not be enforced in or by such courts, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waivesagree that all claims with respect to such action or proceeding shall be heard and determined in such a Delaware State or Federal court located in the County of New Castle. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the fullest extent permitted by law, any objection over the subject matter of such dispute and agree that it may now mailing of process or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or other papers in connection with this agreementany such action or proceeding in the manner provided in Section 4.6 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK(a) This Agreement shall be governed by, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSand construed in accordance with, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each the Laws of the parties hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District State of New York applicable to contracts executed in and to be performed in that state. In any action among or between any of any New York State court sitting in New York City for purposes of all legal proceedings the Parties arising out of or relating to this Agreement, each of the Parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of federal and state courts in the State of New York and each of the parties hereto (x) irrevocably submits with regard to any such proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive subject matter and exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or the transactions any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any Claim relating to this Agreement or any transaction contemplated hereby in any court other than the aforesaid courts. Each of the parties Parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such partywaives, and agrees not to plead assert, by way of motion, as a defense, counterclaim or claimotherwise, in any legal action or proceeding with respect to this Agreement in Agreement, (a) the defense of sovereign immunity, (b) any Claim that it is not personally subject to the jurisdiction of the aforesaid courtsabove-named courts for any reason other than the failure to serve process in accordance with this Section 8.7, (c) that it or its property is exempt or immune from jurisdiction of any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, or from any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought legal process commenced in such a court courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, (d) to the fullest extent permitted by applicable lawLaw that (i) the proceeding in any such court is brought in an inconvenient forum, any right it (ii) the venue of such proceeding is improper and (iii) this Agreement, or the subject matter hereof, may have to a trial not be enforced in or by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreementsuch courts.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each This Agreement shall be governed by and construed in accordance with the internal laws of the parties hereto State of New York without giving effect to any choice or conflict of 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 those of the State of New York. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby or thereby shall be brought in the federal or state courts located in the State of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts (and the United States District Court for appropriate appellate courts therefrom) in any such suit, action or proceeding. The parties irrevocably and unconditionally waive any objection to the Southern District laying of New York and venue of any New York State court sitting suit, action or any proceeding in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, court and agrees irrevocably waive and agree not to plead or claim, claim in any legal such court that any such suit, action or proceeding with respect to this Agreement brought in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waivesService of process, summons, notice or other document by certified or registered mail to the fullest extent permitted by applicable lawsuch party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out ofsuch court. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, under or in connection with this agreementTHEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OR AGENT OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each This Agreement shall be governed by and construed in accordance with the internal laws of the parties hereto State of New York without giving effect to any choice or conflict of 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 those of the State of New York. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby or thereby shall be brought in the federal or state courts located in the State of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts (and the United States District Court for appropriate appellate courts therefrom) in any such suit, action or proceeding. The parties irrevocably and unconditionally waive any objection to the Southern District laying of New York and venue of any New York State court sitting suit, action or any proceeding in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, court and agrees irrevocably waive and agree not to plead or claim, claim in any legal such court that any such suit, action or proceeding with respect to this Agreement brought in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waivesService of process, summons, notice or other document by certified or registered mail to the fullest extent permitted by applicable lawsuch party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out ofsuch court. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, under or in connection with this agreementTHEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OR AGENT OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.8.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKThis Agreement shall be governed by, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSand construed and enforced in accordance with, AND THE OBLIGATIONSthe laws of the State of Delaware, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSwithout regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each In addition, each of the parties hereto hereby submits expressly (a) submit to the exclusive personal jurisdiction and venue of the Chancery Court of Delaware, or if such court is unavailable, the United States District Court for Delaware (the Southern District of New York and of “Chosen Courts”), in the event any New York State court sitting dispute (whether in New York City for purposes of all legal proceedings arising contract, tort or otherwise) arises out of this Agreement or the transactions contemplated hereby, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and waives any claim of lack of personal jurisdiction or improper venue and any claims that such courts are an inconvenient forum, and (c) agrees that it shall not bring any claim, action or proceeding relating to this Agreement or the transactions contemplated hereby. Each hereby in any court other than the Chosen Courts, and in stipulated preference ranking, of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumpreceding clause (a). Each party hereto hereby waivesagrees that service of process upon such party in any such claim, to action, or proceeding shall be effective if notice is given in accordance with the fullest extent permitted by applicable lawprovisions of this Agreement. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out ofACTION, under or in connection with this agreementOR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.5.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. 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 New York without regard to conflicts of laws principles that would require the application of laws of any other jurisdiction. Any legal action or proceeding in connection with this Agreement or the performance hereof shall be brought in the state and federal courts located in the Borough of Manhattan, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSCity, AND THE OBLIGATIONSCounty and State of New York, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSand the parties hereby irrevocably submit to the exclusive jurisdiction of such courts for the purpose of any such action or proceeding and agrees not to assert, by way of motion, as a defense or otherwise, in any such action or proceeding, any claim that such party is not subject personally to the jurisdiction of the above-named courts, that any such action or proceeding may not be brought or maintained in one of the above-named courts should be dismissed on the grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts. Each of the parties hereto hereby submits consents to service of process in any such action or proceeding in any manner permitted by the exclusive jurisdiction laws of the United States District Court for the Southern District State of New York York, agrees that service of process by registered or certified mail, return receipt requested, pursuant to Section 4.2 is reasonably calculated to give actual notice and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead assert by way of motion, as a defense or claimotherwise, in any legal action such action, suit or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought service of process made in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection accordance with this agreementSection 4.8 does not constitute good and sufficient service of process. THE PARTIES WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKThis Agreement shall be governed in all respects by the internal laws of the State of Delaware as applied to agreements entered into among Delaware residents to be performed entirely within Delaware, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSwithout regard to principles of conflicts of law. Each of party hereto hereby irrevocably agrees that any action, suit or proceeding between or among the parties hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of hereto, whether arising in contract, tort or otherwise, arising in connection with any New York State court sitting in New York City for purposes of all legal proceedings disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any related document or any of the transactions contemplated hereby. Each hereby or thereby (“Legal Dispute”) shall be brought only to the exclusive jurisdiction of the parties courts of the State of Delaware or the federal courts located in the State of Delaware, and each party hereto hereby further irrevocably waives any claim that consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such courts lack jurisdiction over such partysuit, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such a court and any claim or that any such suit, action or proceeding that is brought in any such a court has been brought in an inconvenient forum. Each party hereto hereby waivesEACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, to the fullest extent permitted by applicable lawNO PARTY HERETO SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreementNO PARTY HERETO SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKThis Agreement shall be governed by, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSand construed in accordance with, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each the internal laws of the parties State of New York, without giving effect to the principles of conflict of laws that would require the application of the law of any other jurisdiction. By its execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding against it with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, shall be brought in the Bankruptcy Court, and, if the Bankruptcy Court does not have (or abstains from) jurisdiction, such legal action, suit or proceeding may be brought in the courts of the United States of America for the Southern District of New York, or if such courts do not have the necessary jurisdiction, the courts of the State of New York sitting in the Borough of Manhattan, and appellate courts from any thereof (the “Chosen Courts”). By execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably accepts and submits itself to the exclusive jurisdiction of the United States District Court for the Southern District of New York Chosen Courts, generally and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such partyunconditionally, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such partyaction, suit or proceeding. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreementEACH PARTY HERETO UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO ABOVE.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK(a) This Agreement, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each including the validity hereof and the rights and obligations of the parties hereunder, all amendments and supplements hereto, and all actions or proceedings arising out of or relating to this Agreement, of any nature whatsoever, shall be construed in accordance with and governed by the domestic substantive laws of the State of Delaware without giving effect to any choice of law or conflicts of law provision or rule that might otherwise cause the application of the domestic substantive laws of any other jurisdiction. The parties hereto hereby submits irrevocably submit to the exclusive jurisdiction of the United States District Court for of Chancery of the Southern District State of New York and Delaware (unless the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in which case, any New York state or federal court located within the State court sitting of Delaware) in New York City for purposes of all legal proceedings connection with any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby. Each of the parties hereto hereby further and each party hereby irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it objection which they may now or hereafter have to a trial by jury the laying of venue of any such dispute brought in such court or any defense of inconvenient forum or lack of personal jurisdiction in respect of such dispute. Each of the parties hereto agrees that a judgment rendered in any litigation directly or indirectly arising out of, under such dispute may be enforced in other jurisdictions by suit on the judgment or in connection with this agreementany other manner provided by law.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. 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 internal laws of the state of New York applicable to agreements made and to be performed entirely within such state, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSwithout regard to the choice of law principles thereof. Each of Parent and the parties hereto Acquired Companies hereby submits irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court Court sitting in the Borough of Manhattan, the City of New York City (the “Chosen Courts”) for purposes of all legal proceedings any litigation arising out of or relating to this Agreement Agreement, or the transactions contemplated hereby. Each negotiation, validity or performance of the parties hereto hereby further irrevocably this Agreement (and agrees not to commence any litigation relating thereto except in such courts), waives any claim that objection to the laying of venue of any such courts lack jurisdiction over such party, litigation in the Chosen Courts and agrees not to plead or claim, claim in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, Chosen Courts that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding litigation brought in such a court and any claim that any such proceeding brought in such a court therein has been brought in an any inconvenient forum. Each party hereto hereby waivesThe parties waive the right to trial by jury with respect to any claims hereunder. The parties further irrevocably consent to the service of process out of the Chosen Courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the fullest extent permitted by applicable law, any right it may have parties at their addresses referred to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreementSection 7.4 hereof.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKThe Indenture, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSincluding any Note Guaranties, AND THE OBLIGATIONSand the Notes shall be governed by, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSand construed in accordance with, the laws of the State of New York, without regard to conflicts of laws, principles thereof. Each of the parties hereto hereby submits to Company and any Guarantor irrevocably (i) agrees that any legal suit, action or proceeding against the exclusive jurisdiction Company or any Guarantor brought by any Holder arising out of the or based upon this Indenture may be instituted in any United States District Court for the Southern District of New York and of any federal court or New York State court sitting located in the Borough of Manhattan in The City of New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party(a “New York Court”), and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably (ii) waives, to the fullest extent permitted by lawit may effectively do so, any objection that which it may now or hereafter have to the laying of the venue of any such proceeding brought and (iii) submits to the non-exclusive jurisdiction of a New York Court in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumsuit, action or proceeding. Each party hereto hereby waivesEACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, to the fullest extent permitted by applicable lawTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out ofANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, under or in connection with this agreementTHE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each This Agreement will be interpreted and construed in accordance with the Laws of the parties hereto State of Illinois, without regard to its conflict of laws principles that would require application of the Laws of a jurisdiction other than the State of Illinois. Except as provided in Section 2.2(d), 2.3 and 8.2(c), the Parties hereby submits irrevocably and unconditionally (a) submit to the exclusive jurisdiction of the United States District any State or Federal Court for the Southern District of New York and of any New York State court sitting in New York the City for purposes of all legal proceedings Chicago (any such court, a “Chicago Court”), over any Action arising out of or relating to this Agreement Agreement; (b) agree that service of any process, summons, notice or document by the transactions contemplated hereby. Each means specified herein will be effective service of the parties hereto hereby further irrevocably waives process for any claim that any Action brought against such courts lack jurisdiction over such party, and agrees not to plead or claim, Party in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, a Chicago Court; (c) waive any objection that it may now or hereafter have to the laying of the venue of any such proceeding Action brought in such a court and any claim that any such proceeding brought in such a court Chicago Court has been brought in an inconvenient forum; and (d) agree that final judgment in any such Action in a Chicago Court will be conclusive and binding upon the Parties and may be enforced in any other courts to whose jurisdiction the Party against whom enforcement is sought may be subject, by suit upon such judgment. Each party hereto hereby waivesIN ADDITION TO THE FOREGOING, to the fullest extent permitted by applicable lawEACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreementAND EACH PARTY HEREBY ACKNOWLEDGES THAT SUCH WAIVER IS MADE WITH FULL UNDERSTATING AND KNOWLEDGE OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK(a) This Agreement, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each including the validity hereof and the rights and obligations of the parties hereunder, all amendments and supplements hereto and the transactions contemplated hereby, and all actions or proceedings arising out of or relating to this Agreement, of any nature whatsoever, shall be construed in accordance with and governed by the domestic substantive laws of the State of Delaware without giving effect to any choice of law or conflicts of law provision or rule that might otherwise cause the application of the domestic substantive laws of any other jurisdiction. The parties hereto hereby submits irrevocably submit to the exclusive jurisdiction of the United States District Court for state and federal courts located in the Southern District Borough of Manhattan within the State of New York and of in connection with any New York State court sitting in New York City for purposes of all legal proceedings dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby. Each hereby (except for actions to enforce a judgment rendered by a state or federal court located in the Borough of Manhattan within the parties hereto hereby further irrevocably waives State of New York in connection with any claim dispute that any such courts lack jurisdiction over such party, and agrees not to plead arises out of this agreement or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courtstransactions), that any such court lacks jurisdiction over such party. Each of the parties hereto and each party hereby irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it objection which they may now or hereafter have to a trial by jury the laying of venue of any such dispute brought in such court or any defense of inconvenient forum or lack of personal jurisdiction in respect of such dispute. Each of the parties hereto agrees that a judgment rendered in any litigation directly or indirectly arising out of, under such dispute may be enforced in other jurisdictions by suit on the judgment or in connection with this agreementany other manner provided by law.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKThis Agreement and all matters, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSclaims, AND THE OBLIGATIONScontroversies, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each of the parties hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal disputes, suits, actions or proceedings arising out of or relating to this Agreement and the negotiation, execution or performance of this Agreement or any of the transactions contemplated hereby, including all rights of the Parties (whether sounding in contract, tort, common or statutory law, equity or otherwise) in connection therewith, shall in all respects be interpreted, construed and governed by and in accordance with, and enforced pursuant to, the internal laws of the state of New York, without reference to conflicts of laws provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Each of the parties hereto hereby further Parties irrevocably submits to the co-exclusive jurisdiction of (a) any state or federal court sitting in the Borough of Manhattan, New York, New York (and, in each case, any appellate court therefrom) and (b) to the extent provided in the Approval Order, the Bankruptcy Court in respect of any claim, action, suit or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, arising out of, relating to or in connection with this Agreement. Each Party irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waivesassert, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought proceedings in any such a court and any claim that any such proceeding brought in any such a court has been brought in an inconvenient forum. Each party hereto hereby waivesof the Parties agrees that a final judgment in any claim, to suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under judgment or in connection with this agreementany other manner provided by law. EACH PARTY (A) ACKNOWLEDGES AND AGREES THAT ANY PROCEEDING THAT MAY ARISE UNDER OR RELATE TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND (B) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, COUNTERCLAIM, SETOFF, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENTS, OR IN ANY WAY IN CONNECTION WITH OR PERTAINING OR RELATED TO OR INCIDENTAL TO ANY DEALINGS OF THE PARTIES TO THIS AGREEMENT WITH RESPECT TO THE TRANSACTION DOCUMENTS OR IN CONNECTION WITH THIS AGREEMENT OR THE EXERCISE OF ANY PARTY’S RIGHTS AND REMEDIES UNDER THIS AGREEMENT OR OTHERWISE, OR THE CONDUCT OR THE RELATIONSHIP OF THE PARTIES HERETO, IN ALL OF THE FOREGOING CASES WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKThis Agreement shall be governed by, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSand construed in accordance with, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any dispute relating hereto shall be heard in the state or federal courts of Delaware and the parties hereto hereby submits irrevocably agree to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of venue therein and irrevocably waive any New York State court sitting in New York City for purposes of all legal proceedings arising out of objection based on venue or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding forum non conveniens with respect to this Agreement in any of the aforesaid courtsaction instituted therein. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE FORMATION, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waivesBREACH, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumTERMINATION OR VALIDITY OF THIS AGREEMENT. Each party hereto hereby waivescertifies and acknowledges that (i) no representative, agent or attorney or any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each party hereto understands and has considered the implications of this waiver, (iii) each party hereto makes this waiver voluntarily and (iv) each party hereto has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications of this Section 9(g). Any party hereto may file an original counterpart or a copy of this Agreement with any court as written evidence of the consent of the parties to the fullest extent permitted by applicable law, any waiver of their right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreementjury.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKThis Agreement, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSand all claims or causes of action (whether in contract, AND THE OBLIGATIONStort or statute) that may be based upon, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSarise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the laws of the State of New York and the federal laws of the U.S. applicable therein (the “Jurisdiction”) without giving effect to any laws, rules or provisions of the Jurisdiction that would cause the application of the laws, rules or provisions of any jurisdiction other than the Jurisdiction. Each party agrees that it will bring any action or proceeding in respect of any claim arising out of this Agreement or the parties hereto transactions contemplated hereby submits to the exclusive jurisdiction of exclusively in the United States District Court for the Southern District of New York and or the Supreme Court of any the State of New York, New York State County, located in the borough of Manhattan or, in either case, any appellate court sitting from any thereof (the “Chosen Courts”), and, solely in New York City for purposes of all legal proceedings connection with claims arising out of or relating to under this Agreement or the transactions contemplated hereby. Each that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the parties hereto hereby further irrevocably Chosen Courts, (ii) waives any claim that objection to laying venue in any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courtsChosen Courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, (iii) waives any objection that it may now the Chosen Courts are an inconvenient forum or hereafter do not have to the laying jurisdiction over any party and (iv) agrees that service of the venue of process upon such party in any such action or proceeding brought will be effective if notice is given in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumaccordance with Section 6.10. Each party hereto hereby waivesEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, to the fullest extent permitted by applicable lawAND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out ofTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, under or in connection with this agreementANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, 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 (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 6.4(c).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKAll questions concerning the construction, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSvalidity, AND THE OBLIGATIONSenforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSwithout regard to the principles of conflicts of law thereof. 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. By its execution and delivery of this Agreement, each of the parties hereto hereby submits irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding against it with respect to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings matter under or arising out of or relating to in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought in either a state or federal court of competent jurisdiction in the transactions contemplated herebyState of New York. Each By execution and delivery of this Agreement, each of the parties hereto hereby further irrevocably waives any claim that any accepts and submits itself to the nonexclusive jurisdiction of each such courts lack jurisdiction over such partycourt, generally and agrees not to plead or claimunconditionally, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such partyaction, suit or proceeding. Each of the parties hereto irrevocably waivesEACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, to the fullest extent permitted by lawTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreementANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSPROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each of the The parties hereto hereby submits submit to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York and any court in the State of New York located in the City and County of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it or in connection with this Agreement or any of the related documents or the transactions contemplated hereunder or for recognition or enforcement of any judgment, and the parties hereto hereby agree that all claims in respect of any such action or proceeding may be heard or determined in New York State court sitting or, to the extent permitted by law, in New York City for purposes of such federal court. The parties hereto hereby irrevocably waive, to the fullest extent permitted by law, any and all rights to trial by jury in any legal proceedings proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreement.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause or permit the application of laws of any jurisdictions other than those of the State of Delaware. Each of the parties hereto hereby (A) irrevocably and unconditionally submits to the exclusive personal jurisdiction of the United States District Court for of Chancery of the Southern District State of New York and of any New York State Delaware, or, if that court does not have jurisdiction, a state or federal court sitting in New York City Wilmington, Delaware (and in each case, any appellate courts thereof) in any action or proceeding arising out of or relating to this Agreement, (B) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court, (C) irrevocably and unconditionally agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for purposes of all legal proceedings leave from any such court and (D) agrees not to bring any action or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyin any other court. Each of the parties hereto hereby further irrevocably waives any claim party agrees that a final judgment in any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any of the aforesaid courts, that any such court lacks jurisdiction over such partyother manner provided by law. Each of the parties hereto irrevocably waives, and unconditionally waives any defense of inconvenient forum to the fullest extent maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 8.8. Nothing in this Section 8.5, however, shall affect the right of any party to serve legal process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumTO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. Each party hereto hereby waivesEACH PARTY (A) MAKES THIS WAIVER VOLUNTARILY AND (B) ACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, to the fullest extent permitted by applicable lawAMONG OTHER THINGS, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreementTHE MUTUAL WAIVERS CONTAINED IN THIS SECTION 8.5.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK(a) This Agreement, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each including the validity hereof and the rights and obligations of the parties hereunder, all amendments and supplements hereto and the transactions contemplated hereby, and all actions or proceedings arising out of or relating to this Agreement, of any nature whatsoever, shall be construed in accordance with and governed by the domestic substantive laws of the State of Delaware without giving effect to any choice of law or conflicts of law provision or rule that might otherwise cause the application of the domestic substantive laws of any other jurisdiction. The parties hereto hereby submits irrevocably submit to the exclusive jurisdiction of the United States District Court for of Chancery of the Southern District State of New York and Delaware (unless the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in which case, any New York state or federal court located within the State court sitting of Delaware) in New York City for purposes of all legal proceedings connection with any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby. Each of the parties hereto hereby further and each party hereby irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it objection which they may now or hereafter have to a trial by jury the laying of venue of any such dispute brought in such court or any defense of inconvenient forum or lack of personal jurisdiction in respect of such dispute. Each of the parties hereto agrees that a judgment rendered in any litigation directly or indirectly arising out of, under such dispute may be enforced in other jurisdictions by suit on the judgment or in connection with this agreementany other manner provided by law.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. 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 internal laws of the State of Delaware applicable to agreements made and to be performed entirely within such State, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSwithout regard to the conflicts of law principles of such State. Each of the parties Parties hereto hereby submits consents to the exclusive jurisdiction of the United States U.S. District Court for the Southern District of New York Florida (or, if the U.S. District Court for the Southern District of Florida declines to accept jurisdiction over any Action, binding arbitration conducted by and subject to the rules of the American Arbitration Association in a location mutually agreed by the Parties within the boundaries of the U.S. District Court for the Southern District of Florida), to the exclusion of any New York State court sitting in New York City other jurisdiction, for the purposes of all legal proceedings Actions arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties Party hereto irrevocably waives, to the fullest extent permitted by law, any objection that which he or it may now or hereafter have to the laying of the venue of in any such proceeding brought in such a court and any claim or that any such proceeding Action which is brought in such a court accordance with this Section has been brought in an inconvenient forum. Each party hereto hereby waivesProcess in any such Action may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court. Nothing herein shall affect the right of any Party to the fullest extent serve legal process in any other manner permitted by applicable lawlaw or at equity or to enforce in any lawful manner a judgment obtained in one jurisdiction (including by arbitration) in any other jurisdiction. EACH PARTY HERETO HEREBY WAIVES, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out ofTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, under or in connection with this agreementANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY ANCILLARY AGREEMENT ENTERED INTO IN CONNECTION HEREWITH OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO EXPRESSLY WAIVES AND FOREGOES ANY RIGHT TO RECOVER PUNITIVE, INDIRECT, SPECIAL, EXEMPLARY, LOST PROFITS, CONSEQUENTIAL OR SIMILAR DAMAGES (EXCEPT AS AND TO THE EXTENT SUCH DAMAGES ARE PAID TO A THIRD PARTY) IN ANY ARBITRATION, LAWSUIT, LITIGATION OR ACTION ARISING OUT OF OR RESULTING FROM ANY CONTROVERSY OR CLAIM RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY CLAIM, ACTION OR ACTION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER AGREEMENTS CONTEMPLATED HEREBY, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 12.10.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKThis Agreement (other than Exhibit N), WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSand any dispute arising out of, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each relating to or in connection with this Agreement (other than Exhibit N) shall be governed by and construed in accordance with the Laws of the parties State of Delaware, without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the substantive Laws of any jurisdiction other than the State of Delaware. Subject to Exhibit N, each Party hereto hereby submits (i) consents to submit itself to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, solely if such court lacks subject matter jurisdiction, the United States District Court for the Southern District of New York and of any New York State court sitting in New York City Castle County in the State of Delaware (the “Chosen Courts”), with respect to any dispute arising out of, relating to or in connection with this Agreement or any transaction contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for purposes leave from any such court, and (iii) agrees that it will not bring any action arising out of, relating to or in connection with this Agreement, the Ancillary Agreements or any transaction contemplated by this Agreement, in any court other than any such court (other than appeals from the Chosen Courts). The Parties irrevocably and unconditionally waive any objection to the laying of all legal proceedings venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby. Each of hereby in the parties hereto Chosen Courts, and hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees unconditionally waive and agree not to plead or claim, claim in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, such court that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of Action brought in any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto Party hereby waivesagrees that service of any process, summons, notice or document by U.S. registered mail to the fullest extent permitted by applicable law, respective addresses set forth in Section 11.3 shall be effective service of process for any right it may have to a trial by jury in respect of any litigation directly or indirectly proceeding arising out of, under relating to or in connection with this agreementAgreement or the transactions contemplated hereby. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AGREEMENT, THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORKYORK (WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF). The Company, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSthe Collateral Agent, AND THE OBLIGATIONSthe Custodial Agent, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each of the parties hereto Securities Intermediary and the Purchase Contract Agent, hereby submits submit to the exclusive nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State state court sitting in New York City for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of The Company, the parties hereto hereby further Collateral Agent, the Custodial Agent, the Securities Intermediary and the Purchase Contract Agent, irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waiveswaive, to the fullest extent permitted by applicable law, any objection that it which they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby of the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary irrevocably waives, to the fullest extent permitted by applicable law, any and all right it may have to a trial by jury in respect of any litigation directly or indirectly legal proceeding arising out of, under of or in connection with relating to this agreementAgreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKThis Agreement shall be governed by, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSand construed in accordance with, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each the internal laws of the parties State of Delaware, without giving effect to the principles of conflict of laws that would require the application of the law of any other jurisdiction. By its execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding against it with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, shall be brought in the United States Bankruptcy Court for the District of Delaware or, if that court does not have jurisdiction over the matter, the Chancery Court or Superior Court located in New Castle County, Delaware (the “Chosen Courts”). By execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably accepts and submits itself to the exclusive jurisdiction of the United States District Court for the Southern District of New York Chosen Courts, generally and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such partyunconditionally, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such partyaction, suit or proceeding. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreementEACH PARTY HERETO UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO ABOVE.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKAll questions concerning the construction, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSvalidity, AND THE OBLIGATIONSenforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSwithout regard to the principles of conflicts of law thereof. 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. By its execution and delivery of this Agreement, each of the parties hereto hereby irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding against it with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought in either a state or federal court of competent jurisdiction in the State of New York. By execution and delivery of this Agreement, each of the parties hereto hereby irrevocably accepts and submits itself to the exclusive nonexclusive jurisdiction of each such court, generally and unconditionally, with respect to any such action, suit or proceeding. Each party hereto hereby irrevocably waives, to the United States District Court for the Southern District of New York fullest extent permitted by applicable law, any and of all right to trial by jury in any New York State court sitting in New York City for purposes of all legal proceedings Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreement.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSThis Irrevocable Proxy shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to any choice or conflict of Law provision or rule (whether of the State of New York or any other jurisdiction) that would cause or permit the application of Laws of any jurisdictions other than those of the State of New York. Each of the parties hereto hereby (A) irrevocably and unconditionally submits to the exclusive personal jurisdiction of the United States District Court for courts of the Southern District State of New York and of any sitting in New York State County, or, if that court does not have jurisdiction, a state or federal court sitting in New York, New York City for purposes of all legal proceedings (and in each case, any appellate courts thereof) in any action or proceeding arising out of or relating to this Agreement Irrevocable Proxy, (B) agrees that all claims in respect of such action or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that proceeding may be heard and determined in any such courts lack court, (C) irrevocably and unconditionally agrees that it shall not attempt to deny or defeat such personal jurisdiction over by motion or other request for leave from any such party, court and (D) agrees not to plead or claim, in bring any legal action or proceeding with respect arising out of or relating to this Agreement Irrevocable Proxy in any of the aforesaid courts, other court. Each party agrees that a final judgment in any such court lacks jurisdiction over such partyaction or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. Each of the parties hereto irrevocably waives, and unconditionally waives any defense of inconvenient forum to the fullest extent maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 8.8 of the Reclassification Agreement. Nothing in this Section 4.5, however, shall affect the right of any party to serve legal process in any other manner permitted by lawLaw. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumTO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS IRREVOCABLE PROXY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. Each party hereto hereby waivesEACH PARTY (A) MAKES THIS WAIVER VOLUNTARILY AND (B) ACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS IRREVOCABLE PROXY BY, to the fullest extent permitted by applicable lawAMONG OTHER THINGS, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreementTHE MUTUAL WAIVERS CONTAINED IN THIS SECTION 4.5.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS LAW OF THE STATE OF NEW YORKDELAWARE. Any suit, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSaction or proceeding seeking to enforce any provision of, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each of the parties hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of or based on any New York State court sitting in New York City for purposes of all legal proceedings matter arising out of or relating to in connection with, this Agreement Agreement, the Note or the transactions contemplated hereby. Each hereby may be brought in any federal court located in the State of Delaware or any Delaware state court, and each of the parties hereto hereby further irrevocably waives any claim that consents to the non-exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such courts lack jurisdiction over such partysuit, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumform. Each Process in any such suit, action or proceeding may be served on any party hereto hereby waivesanywhere in the world, to whether within or without the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect jurisdiction of any litigation directly or indirectly arising out ofsuch court. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT, under or in connection with this agreementTHE NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS LAW OF THE STATE OF NEW YORK, DELAWARE WITHOUT REFERENCE REGARD TO ITS CONFLICT THE CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSPRINCIPLES THEREOF. Each The parties hereby irrevocably submit to the personal jurisdiction of the parties hereto hereby submits to courts of the exclusive jurisdiction State of Delaware located in the County of New Castle and the Federal courts of the United States District Court for of America located in the Southern District County of New York Castle solely in respect of the interpretation and enforcement of the provisions of this Agreement and of any New York State court sitting the documents referred to in New York City for purposes this Agreement, and in respect of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each , and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of the parties hereto hereby further irrevocably waives any claim that any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts lack jurisdiction over or that the venue thereof may not be appropriate or that this Agreement or any such partydocument may not be enforced in or by such courts, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waivesagree that all claims with respect to such action or proceeding shall be heard and determined in such a Delaware State or Federal court located in the County of New Castle. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the fullest extent permitted by law, any objection over the subject matter of such dispute and agree that it may now mailing of process or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or other papers in connection with this agreementany such action or proceeding in the manner provided in Section 4.5 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS LAW OF THE STATE OF NEW YORKDELAWARE. Any suit, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSaction or proceeding seeking to enforce any provision of, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each of the parties hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of or based on any New York State court sitting in New York City for purposes of all legal proceedings matter arising out of or relating to in connection with, this Agreement Agreement, the Note or the transactions contemplated hereby. Each hereby may be brought in any federal court located in the State of Delaware or any Delaware state court, and each of the parties hereto hereby further irrevocably waives any claim that consents to the non-exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such courts lack jurisdiction over such partysuit, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumform. Each Process in any such suit, action or proceeding may be served on any party hereto hereby waivesanywhere in the world, to whether within or without the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect jurisdiction of any litigation directly or indirectly arising out ofsuch court. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT, under or in connection with this agreementTHE NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY. (MP) 08481/006/APA/Note.Agreement.doc

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKAll questions concerning the construction, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSvalidity, AND THE OBLIGATIONSenforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Delaware, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSwithout giving effect to any choice of law or conflict of law provision or rule. Each of the parties hereto party hereby irrevocably submits to the non-exclusive jurisdiction of the United States District Court state and federal courts sitting in The City of New York, Borough of Manhattan, for the Southern District of New York and adjudication of any New York State court sitting dispute hereunder or in New York City for purposes of all legal proceedings arising out of connection herewith or relating to this Agreement or the transactions with any transaction contemplated hereby. Each of the parties hereto , and hereby further irrevocably waives any claim that any such courts lack jurisdiction over such partywaives, and agrees not to plead or claim, assert in any legal suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been is brought in an inconvenient forumforum or that the venue of such suit, action or proceeding is improper. Each party hereto hereby waivesirrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the fullest extent address for such 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 applicable law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out ofAND AGREES NOT TO REQUEST, under or in connection with this agreementA JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSThis Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware (without giving effect to any principles of conflicts of law that would require or permit the application of the laws of any U.S. state other than Delaware or any non-U.S. jurisdiction). Each of the parties party hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of agrees that any New York State court sitting in New York City for purposes of all legal proceedings arising out of or claim relating to this Agreement shall be brought solely in federal or state courts having jurisdiction in the transactions contemplated herebyState of Delaware, and all objections to personal jurisdiction and venue in any action, suit, or proceeding so commenced are hereby expressly waived by all parties hereto. Each of the The parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such partyspecifically acknowledge, and agrees not agree to plead or claimpermit the application of, 6 Delaware Code § 2708. The parties waive personal service of any and all process on each of them and consent that all such service of process shall be made in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waivesmanner, to the fullest extent permitted by lawparty and at the address set forth in Section 8.02 of this Agreement, and service so made shall be complete as stated in such section. Notwithstanding the foregoing, any objection disputes between the parties that it may now or hereafter have (a) are submitted to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, Independent Accountants for resolution pursuant to the fullest extent permitted by applicable lawterms of this Agreement shall be resolved as set forth in accordance with the terms of such section, any right it may have and (b) related to a trial by jury Tax Matter shall be resolved as set forth in respect accordance with the terms of any litigation directly or indirectly arising out ofARTICLE VI. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, under or in connection with this agreementTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each (a) This Warrant will be interpreted and the rights of the parties hereto determined in accordance with the laws of the United States applicable thereto and the internal laws of the state of Delaware applicable to an agreement executed, delivered, and performed therein without giving effect to the choice-of-law rules thereof or any other principle that could require the application of the substantive law of any other jurisdiction, and (b) each party hereby submits irrevocably consents to the exclusive jurisdiction of the United States District Court courts of the state of Delaware, sitting in Wilmington, Delaware and having proper subject matter jurisdiction, or the federal district court for the Southern District district of New York and of Delaware, for all purposes in connection with any New York State court sitting in New York City for purposes of all legal proceedings arising out of action or proceeding relating to this Agreement agreement or any transaction contemplated by this agreement (collectively, “Proceedings”). Each party hereto acknowledges that it has freely agreed that (i) all Proceedings will be heard in accordance with this Section 15: (ii) the transactions contemplated herebyagreement to choose courts located in Wilmington, Delaware to hear all Proceedings in accordance with this Section 15 is reasonable and will not place such party at a disadvantage or otherwise deny it its day in court; (iii) it is a knowledgeable, informed, sophisticated Person capable of understanding and evaluating the provisions set forth in this Warrant, including this Section 15; and (iv) it has been represented by such counsel and other advisors of its choosing, if any, as such party has deemed appropriate in connection with the decision to enter into this agreement, including this Section 15. Each of the parties hereto to this Warrant hereby further irrevocably knowingly, voluntarily, and intentionally waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right rights it may have to a trial by jury in respect of any litigation directly based hereon, or indirectly arising out of, under under, or in connection with with, this agreementWarrant or any other documents entered into in connection herewith, or any course of conduct, course of dealing or statements (whether verbal or written), of the parties hereto.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSwithout regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of this Warrant shall be commenced in the parties state and federal courts OF NEW YORK (the “NEW YORK Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the United States District Court NEW YORK Courts for the Southern District of New York and adjudication of any New York State court sitting dispute hereunder or in New York City for purposes of all legal proceedings arising out of connection herewith or relating to this Agreement with any transaction contemplated hereby or the transactions contemplated hereby. Each of the parties hereto discussed herein, and hereby further irrevocably waives any claim that any such courts lack jurisdiction over such partywaives, and agrees not to plead or claim, assert in any legal suit, action or proceeding with respect to this Agreement in any of the aforesaid courtsproceeding, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any it is not personally subject to the jurisdiction of such proceeding brought in NEW YORK Courts, or such a court has been brought in an NEW YORK Courts are improper or inconvenient forumvenue for such proceeding. 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 respect any legal proceeding arising out of or relating to this Warrant. If any party shall commence an action or proceeding to enforce any provisions of this Warrant, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding. The prevailing party, in any court proceeding concerning a dispute hereunder shall be awarded its reasonable out-of-pocket expenses, attorneys’ fees and costs incurred therein or in the enforcement or collection of any litigation directly or indirectly arising out of, under or in connection with this agreementAward.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKThis Indenture, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSincluding any Note Guaranties, AND THE OBLIGATIONSand the Notes shall be governed by, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSand construed in accordance with, the laws of the State of New York, without regard to conflicts of laws, principles thereof. Each of the parties hereto hereby submits to Company and any Guarantor irrevocably (i) agrees that any legal suit, action or proceeding against the exclusive jurisdiction Company or any Guarantor brought by any Holder arising out of the or based upon this Indenture may be instituted in any United States District Court for the Southern District of New York and of any federal court or New York State court sitting located in the Borough of Manhattan in The City of New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party(a “New York Court”), and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably (ii) waives, to the fullest extent permitted by lawit may effectively do so, any objection that which it may now or hereafter have to the laying of the venue of any such proceeding brought and (iii) submits to the non-exclusive jurisdiction of a New York Court in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumsuit, action or proceeding. Each party hereto hereby waivesEACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, to the fullest extent permitted by applicable lawTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out ofANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, under or in connection with this agreementTHE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each of the parties hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings (a) All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any legal suit, action, proceeding, or dispute arising out of or related to this Agreement, the other Transaction Documents, or the transactions contemplated hereby. Each hereby or thereby may be instituted in the federal courts of the parties hereto hereby further United States of America or the courts of the State of New York in each case located in the city of New York City and county of New York, and each party irrevocably waives any claim that submits to the exclusive jurisdiction of such courts in any such courts lack jurisdiction over such partysuit, action, proceeding, or dispute. Buyer and agrees not to plead each Seller hereby expressly WAIVE THE RIGHT TO ANY TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION OR JUDICIAL PROCEEDING relating to, directly or claimindirectly, or in any legal action or proceeding with respect to way concerning this Agreement in any or the conduct, omission, action, obligation, duty, right, benefit, privilege, or liability of the aforesaid courts, that any such court lacks jurisdiction over such partya party hereunder TO THE FULLEST EXTENT PERMITTED BY LAW. Each This waiver of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying right of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect is separately given and is knowingly, intentionally, and voluntarily made by Buyer and each Seller, with and upon the advice of any litigation directly or indirectly arising out of, under or in connection with this agreementcompetent counsel. This waiver is intended to and does encompass each instance and each issue as to which the right to a jury trial would otherwise accrue.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AGREEMENT, THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORKYORK (WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF). The Company, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSeach Holder, AND THE OBLIGATIONSthe Collateral Agent, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each of the parties hereto Custodial Agent, the Securities Intermediary and the Purchase Contract Agent, hereby submits submit to the exclusive nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State state court sitting in New York City for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of The Company, the parties hereto hereby further Collateral Agent, the Custodial Agent, the Securities Intermediary and the Purchase Contract Agent, irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waiveswaive, to the fullest extent permitted by applicable law, any objection that it which they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby of the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary irrevocably waives, to the fullest extent permitted by applicable law, any and all right it may have to a trial by jury in respect of any litigation directly or indirectly legal proceeding arising out of, under of or in connection with relating to this agreementAgreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each This Agreement shall be interpreted and governed under the laws of the parties hereto State of Delaware without giving effect to its choice of law provisions. The Parties hereby submits consent to the exclusive jurisdiction of the United States District Court for courts of competent jurisdiction of the Southern District State of New York and of Delaware in any New York State court sitting in New York City for purposes of all proceeding hereunder. Any legal proceedings arising or equitable action that arises out of or relating to in connection with (directly or indirectly) this Agreement or the transactions contemplated hereby. Each herein shall be brought in the State of Delaware, and if failing to be brought to such court, then to any federal or state court located within the parties hereto State of Delaware, and each Party hereby further irrevocably waives any claim right that any they have or may have in the future to object to such courts lack jurisdiction over selection of venue, including, without limitation, an objection based on an assertion that such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in constitutes an inconvenient forum. Each party hereto hereby waivesEACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, to the fullest extent permitted by applicable lawPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out ofTORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, under or in connection with this agreementTHE ANCILLARY AGREEMENTS, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKAll aspects of the relationship created by this Agreement and any other agreements relating to Ducera’s engagement, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSand all claims and counterclaims arising out of or related to this engagement, AND THE OBLIGATIONSshall be governed by and construed in accordance with the laws of the State of New York, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each of applicable to contracts made and to be performed therein and, in connection therewith and as to disputes arising between Ducera, on the one hand, and Counsel, the FCR, or the Company, on the other hand, the parties hereto hereby submits consent to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County or the United States District Court for the Southern District of New York and agree to venue in such courts; provided, however, that if the Company becomes a debtor under chapter 11 of title 11 of the Bankruptcy Code (the “Bankruptcy Code”), any New York State court sitting in New York City dispute or claim relating to or arising out of this Agreement shall be heard and determined by the United States Bankruptcy Court presiding over the debtor (the “Bankruptcy Court”). Notwithstanding the foregoing, solely for purposes of all legal proceedings enforcing the Company’s obligations hereunder, the Company consents to personal jurisdiction, service and venue in any court proceeding in which any claim relating to or arising out of Ducera’s engagement is brought by or relating to this Agreement or the transactions contemplated herebyagainst any Indemnified Person. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such partyDUCERA, and agrees not to plead or claimCOUNSEL (ON BEHALF OF ITSELF AND THE FCR), in any legal action or proceeding with respect to this Agreement in any of the aforesaid courtsAND THE COMPANY (ON THEIR OWN BEHALF AND, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waivesTO THE MAXIMUM EXTENT PERMITTED BY LAW, to the fullest extent permitted by lawON BEHALF OF THEIR RESPECTIVE SECURITY HOLDERS AND CREDITORS) EACH HEREBY AGREE TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreementCOUNTERCLAIM OR ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR DUCERA’S ENGAGEMENT.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each (a) This Deferred Payment Agreement (ZAI) and the rights and obligations of the parties hereto shall be construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of 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. (b) With respect to claims, suits, actions, proceedings, and other disputes arising out of, in respect of or relating to this Deferred Payment Agreement (ZAI) (such claims, suits, actions, proceedings, and other disputes, the “Claims”) each of the parties to this Deferred Payment Agreement (ZAI) hereby irrevocably submits to the exclusive jurisdiction of the Bankruptcy Court for the District of Delaware or the United States District Court for the Southern District of Delaware (the “Courts”), or, if both such Courts are not permitted under applicable Law to exercise jurisdiction with respect to the matter in question then to the jurisdiction of any other federal or state court in the state, county and city of New York, New York and each of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating the parties to this Deferred Payment Agreement or the transactions contemplated hereby(ZAI) agrees that any and all Claims may be brought, heard and determined in such courts. (c) Each of the parties hereto to this Deferred Payment Agreement (ZAI) agrees that (i) venue shall be proper in the courts referenced in Section 17(b) and hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead objection or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that defense which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court courts, including any of the foregoing based upon the doctrine of forum non conveniens; and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, (ii) all process which may be or be required to the fullest extent permitted by applicable law, any right it may have to a trial by jury be served in respect of any litigation directly such Claim (including any pleading, summons or indirectly arising out ofother paper initiating any such Claim) may be served upon it, which service shall be sufficient for all purposes, in the manner for the provision of notice under this Deferred Payment Agreement (ZAI) and shall be deemed in every respect effective service of process upon such party when so given. (d) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS DEFERRED PAYMENT AGREEMENT (ZAI) OR ANY OF THE DEFERRED PAYMENT DOCUMENTS (ZAI). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY 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 DEFERRED PAYMENT AGREEMENT (ZAI) AND THE OTHER DEFERRED PAYMENT DOCUMENTS (ZAI), AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PROVISION. 18. Notices. All notices required or permitted under this Deferred Payment Agreement (ZAI) must be in connection writing and will be deemed to be delivered and received (i) if personally delivered or if delivered by the United States Postal Service, facsimile or courier service, when actually received by the party to whom notice is sent or (ii) with respect to parties located other than within the United States, if deposited with the United States Postal Service (whether actually received or not), at the close of business on the seventh Business Day after the day when placed in the mail, postage prepaid, certified or registered with return receipt requested, addressed to the appropriate party or parties, at the address of such party or parties set forth below (or at such other address as such party may designate by written notice to all other parties in accordance with this agreementSection 18): If to Grace: X. X. Xxxxx & Co.-Xxxx. 0000 Xxxxx Xxxxx Columbia, MD 21044 Attn: Corporate Secretary Facsimile: (000) 000-0000 With copies, which shall not constitute notice, to: Xxxxxxxx & Xxxxx LLP 000 Xxxxx XxXxxxx Xxxxxxx, XX 00000 Attn: Xxxx X. Xxxx Xxxxxxxxx: (000) 000-0000 If to the Parent Guarantor: X. X. Xxxxx & Co. 0000 Xxxxx Xxxxx Xxxxxxxx, XX 00000 Attn: Corporate Secretary Facsimile: (000) 000-0000 With copies, which shall not constitute notice, to: Xxxxxxxx & Xxxxx LLP 000 Xxxxx XxXxxxx Xxxxxxx, XX 00000 Attn: Xxxx X. Xxxx Xxxxxxxxx: (000) 000-0000 If to the Permitted Holder: Xxxxxx X. Xxxxxxxxxx, Xx., Class 7B Trustee The Xxxxxxxxxx Law Firm 000 Xxxxx Xxx, Suite 303 P.O. Box 810 Mt. Pleasant, SC 29465 Telephone: (000) 000-0000 If to the PD FCR: Xxx. Xxxxxxxxx X. Xxxxxxx, Xx. 00 Xxxxx Xxxxxx Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With copies, which shall not constitute notice, to: With copies, which shall not constitute notice, to: X. Xxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx & Xxxxx LLC P.O. Drawer H Charleston, SC 29402 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Xxxx X. Xxxx Attorney and Counselor 0000 Xxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKThis Pledge Agreement and all matters, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSclaims, AND THE OBLIGATIONScontroversies, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each of the parties hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal disputes, suits, actions or proceedings arising out of or relating to this Pledge Agreement and the negotiation, execution or performance of this Pledge Agreement or any of the transactions contemplated hereby, including all rights of the parties (whether sounding in contract, tort, common or statutory law, equity or otherwise) in connection therewith, shall in all respects be interpreted, construed and governed by and in accordance with, and enforced pursuant to, the internal laws of the state of New York, without reference to conflicts of laws provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Each of the parties hereto hereby further irrevocably submits to the co-exclusive jurisdiction of (a) any state or federal court sitting in New York County, New York (and, in each case, any appellate court therefrom) and (b) to the extent provided in the Approval Order, the Bankruptcy Court in respect of any claim, action, suit or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, arising out of, relating to or in connection with this Pledge Agreement. Each party irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waivesassert, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought proceedings in any such a court and any claim that any such proceeding brought in any such a court has been brought in an inconvenient forum. Each party hereto hereby waivesof the parties agrees that a final judgment in any claim, to suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under judgment or in connection with this agreementany other manner provided by law. EACH PARTY (A) ACKNOWLEDGES AND AGREES THAT ANY PROCEEDING THAT MAY ARISE UNDER OR RELATE TO THIS PLEDGE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND (B) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, COUNTERCLAIM, SETOFF, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR IN ANY WAY RELATED TO THIS PLEDGE AGREEMENT OR ANY OTHER TRANSACTION DOCUMENTS, OR IN ANY WAY IN CONNECTION WITH OR PERTAINING OR RELATED TO OR INCIDENTAL TO ANY DEALINGS OF THE PARTIES TO THIS PLEDGE AGREEMENT WITH RESPECT TO THE TRANSACTION DOCUMENTS OR IN CONNECTION WITH THIS PLEDGE AGREEMENT OR THE EXERCISE OF ANY PARTY’S RIGHTS AND REMEDIES UNDER THIS PLEDGE AGREEMENT OR OTHERWISE, OR THE CONDUCT OR THE RELATIONSHIP OF THE PARTIES HERETO, IN ALL OF THE FOREGOING CASES WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKDELAWARE, WITHOUT REFERENCE REGARD TO ITS CONFLICT THE CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSLAWS RULES THEREOF. Each of the The parties hereto hereby submits agree and consent to be subject to the exclusive jurisdiction of the United States District Court for the Southern District of New York Delaware, and in the absence of such federal jurisdiction, the parties consent to be subject to the exclusive jurisdiction of the state courts located in Wilmington, Delaware, and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any New York State court sitting in New York City for purposes such suit, action or other proceeding. In furtherance of all legal proceedings the foregoing, each of the parties (a) waives the defense of inconvenient forum, (b) agrees not to commence any suit, action or other proceeding arising out of or relating to this any Transaction Agreement or the any transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that or thereby other than in any such courts lack jurisdiction over such partycourt, and (c) agrees not to plead or claim, that a final judgment in any legal such suit, action or other proceeding with respect to this Agreement shall be conclusive and may be enforced in other jurisdictions by suit or judgment or in any of the aforesaid courts, that any such court lacks jurisdiction over such partyother manner provided by Law. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreementEACH PARTY HERETO HEREBY IRREVOCABLY WAIVES 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; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSThis Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the principles of conflicts of law. Each of the parties hereto hereby submits irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court for courts of the Southern District State of New York and of the United States of America, in each case located in the County of New York, for any action, proceeding or investigation in any court or before any governmental authority ("LITIGATION") arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any Litigation relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in this Agreement shall be effective service of process for any Litigation brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Litigation arising out of this Agreement or the transactions contemplated hereby in the courts of the State of New York State or the United States of America, in each case located in the County of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court sitting that any such Litigation brought in New York City for purposes any such court has been brought in an inconvenient forum. Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all legal proceedings rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreement.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKThis Agreement shall be governed by, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSand construed and enforced in accordance with, AND THE OBLIGATIONSthe laws of the State of Delaware, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSwithout giving effect to any choice-of-law principles that would require the application of the laws of any other jurisdiction. Each of the parties party hereto hereby submits irrevocably and unconditionally submits, for itself and its properties, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and the United States District Court for the Southern District of New York Delaware and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of appellate courts therefrom (the parties hereto hereby further irrevocably “Selected Courts”) and waives any claim that any such courts lack jurisdiction over such party, objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to plead commence any such Proceeding other than before one of the Selected Courts; provided, however, that a party may commence any Proceeding in a court other than a Selected Court solely for the purpose of enforcing an order or claim, judgment issued by one of the Selected Courts; (b) consents to service of process in any legal action Proceeding by the mailing of copies thereof by registered or proceeding with respect to this Agreement in any of the aforesaid courtscertified mail, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waivespostage prepaid, or by recognized international express carrier or delivery service, to the fullest extent Company or the Investors at their addresses referred to in Section 4.1; provided, however, that nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law; and (c) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waivesWAIVES, to the fullest extent permitted by applicable lawAND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out ofDEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, under or in connection with this agreementWHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT AND TO HAVE ALL MATTERS RELATING TO THIS AGREEMENT BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT REFERENCE GIVING EFFECT TO ITS CONFLICT APPLICABLE PRINCIPLES OF CONFLICTS OF LAW PROVISIONS, AND TO THE OBLIGATIONS, RIGHTS AND REMEDIES EXTENT THAT THE APPLICATION OF THE PARTIES HEREUNDER SHALL LAW OF ANOTHER JURISDICTION WOULD BE DETERMINED IN ACCORDANCE WITH SUCH LAWSREQUIRED THEREBY. Each of the The parties hereto to this Indenture each hereby irrevocably submits to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State or federal court sitting in the Borough of Manhattan in the City of New York City for purposes of all legal proceedings in any action or proceeding arising out of or relating to the Notes or this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such partyIndenture, and agrees not to plead or claim, all such parties hereby irrevocably agree that all claims in any legal respect of such action or proceeding with respect to this Agreement may be heard and determined in any of the aforesaid courts, that any such New York State or federal court lacks jurisdiction over such party. Each of the parties hereto and hereby irrevocably waiveswaive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Nothing herein shall affect the right of the Trustee or any Holder of the Notes to serve process in any manner permitted by law. EACH PARTY HERETO IRREVOCABLY WAIVES, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waivesTO THE FULLEST EXTENT PERMITTED BY LAW, to the fullest extent permitted by applicable lawANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreementUNDER OR IN CONNECTION WITH THIS INDENTURE.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKThis Agreement, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSincluding the construction, AND THE OBLIGATIONSvalidity and performance hereof and the obligations arising hereunder, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each and all amendments and supplements hereof and all waivers and consents hereunder, shall be construed in accordance with and governed by the laws of the parties hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District State of New York and without giving effect to any choice of law or conflicts of law provision or rule that would cause the application of the laws of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated herebyother jurisdiction. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any Any legal action or proceeding with respect to this Agreement or any document related hereto shall be brought in any the courts of the State of New York sitting in the County of New York or of the United States of America for the State of New York sitting in the County of New York or the courts of the State of Illinois sitting in the County of Xxxx or of the United States of America for the State of Illinois sitting in the Northern District of Illinois and, by execution and delivery and/or acceptance of this Agreement, the Company and the Holders each hereby accepts the non-exclusive jurisdiction of the aforesaid courts. In addition, that any such court lacks jurisdiction over such party. Each of the parties hereto Company hereby irrevocably waives, to the fullest extent permitted by law, and unconditionally waives any objection that which it may now or hereafter have to the laying of the venue of any such proceeding of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or any document related hereto brought in such a court any of the aforesaid courts, and any hereby further irrevocably and unconditionally waives and agrees not to plead or claim that any such action, suit or proceeding brought in any such a court has been brought in an inconvenient forum. Each party hereto The Company and the Holders each hereby waives, to the fullest extent permitted by applicable law, any irrevocably waives all right it may have to a trial by jury in any suit, action or other proceeding instituted by or against it in respect of any litigation directly its obligations hereunder or indirectly arising out of, under or in connection with this agreementthe transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each This Agreement will be interpreted and construed in accordance with the Laws of the parties hereto State of New York, without regard to its conflict of laws principles that would require application of the Laws of a jurisdiction other than the State of New York. Except as provided in Section 2.2(c) and 2.3, the Parties hereby submits irrevocably and unconditionally (a) submit to the exclusive jurisdiction of any State or Federal Court sitting in the United States District Court for the Southern District County of New York, Borough of Manhattan, State of New York and of (“NY Court”), over any New York State court sitting in New York City for purposes of all legal proceedings Action arising out of or relating to this Agreement Agreement; (b) agree that service EAST\79741171.22 69 of any process, summons, notice or document by the transactions contemplated hereby. Each means specified herein will be effective service of the parties hereto hereby further irrevocably waives process for any claim that any Action brought against such courts lack jurisdiction over such party, and agrees not to plead or claim, Party in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, a NY Court (as applicable); (c) waive any objection that it may now or hereafter have to the laying of the venue of any such proceeding Action brought in such a court and any claim that any such proceeding brought in such a court NY Court (as applicable) has been brought in an inconvenient forum; and (d) agree that final judgment in any such Action in a NY Court (as applicable) will be conclusive and binding upon the Parties and may be enforced in any other courts to whose jurisdiction the Party against whom enforcement is sought may be subject, by suit upon such judgment. Each party hereto hereby waivesNotwithstanding the foregoing, to if the fullest extent permitted by applicable law, terms providing the governing law and jurisdiction for disputes under this Agreement and the terms providing the governing law and jurisdiction of the Parent Preferred Stock in the Parent’s Constituent Documents conflict in any right it may have to a trial by jury way (other than in respect of the conversion ratio thereof which shall be governed by Exhibit D), Seller shall be free to elect among such governing law and jurisdiction in support of the enforcement of Seller’s Preferred Entitlements, and Buyer and Parent hereby agree not to argue (or take any litigation directly position) to the contrary. If Seller deems necessary, Seller may enforce any terms or indirectly arising out of, under or obligations in connection with this agreementthe Parent Preferred Stock in the Cayman Islands; provided, however, that no litigation, claims or disputes against Seller solely with respect to the Closing Preferred Shares may be moved to the Cayman Islands without the prior written consent of Seller. IN ADDITION TO THE FOREGOING, EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH PARTY HEREBY ACKNOWLEDGES THAT SUCH WAIVER IS MADE WITH FULL UNDERSTATING AND KNOWLEDGE OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSThis Agreement shall be governed by and construed in accordance with the laws of the State of New York. Each of the parties hereto hereby submits irrevocably and unconditionally consents to submit to the non-exclusive jurisdiction of the United States District Court for courts of the Southern District State of New York and of the United States of America, in each case located in the Borough of Manhattan, in the City of New York, for any New York State action or proceeding commenced by another party hereto in any court sitting in New York City for purposes of all legal proceedings ("Litigation") arising out of or relating to this Agreement, and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in this Agreement or the transactions contemplated herebyshall be effective service of process for any Litigation brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Litigation arising out of this Agreement or the transactions contemplated hereby in the courts of the State of New York or the United States of America, in each case located in the Borough of Manhattan, in the City of New York, and hereby further irrevocably and unconditionally waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, claim in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, such court that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of Litigation brought in any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have and all rights to a trial by jury in respect of connection with any litigation directly or indirectly Litigation arising out of, under of or in connection with relating to this agreementAgreement.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. 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 New York, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSincluding General Obligations Laws 5-1401 and 5-1402. Each of the parties hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City County for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waivesEACH OF THE BORROWER, to THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES 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. To the fullest extent permitted by applicable law, each party hereto shall not assert, and hereby waives, any right it may have claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to a trial by jury in respect of any litigation directly direct or indirectly actual damages) arising out of, under or in connection with with, or as a result of, this agreementAgreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof; provided that the foregoing shall not limit the indemnification provisions set forth in Section 9.3.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSThis Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause or permit the application of laws of any jurisdictions other than those of the State of New York. Each of the parties hereto hereby (a) irrevocably and unconditionally submits to the exclusive personal jurisdiction of the United States District Court for the Southern District of New York and of any New York State York, or, if that court does not have jurisdiction, another state or federal court sitting in New York, New York City (and in each case, any appellate courts thereof) in any action or proceeding arising out of or relating to this Agreement, (b) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court, (c) irrevocably and unconditionally agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for purposes of all legal proceedings leave from any such court and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyin any other court. Each of the parties hereto hereby further irrevocably waives any claim party agrees that a final judgment in any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any of the aforesaid courts, that any such court lacks jurisdiction over such partyother manner provided by law. Each of the parties hereto irrevocably waives, and unconditionally waives any defense of inconvenient forum to the fullest extent maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 8.9. Nothing in this Section 8.6, however, shall affect the right of any party to serve legal process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumTO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. Each party hereto hereby waivesEACH PARTY (X) MAKES THIS WAIVER VOLUNTARILY AND (Y) ACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, to the fullest extent permitted by applicable lawAMONG OTHER THINGS, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreementTHE MUTUAL WAIVERS CONTAINED IN THIS SECTION 8.6.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION, SUIT, PROCEEDING OR CLAIM ARISING IN CONNECTION WITH OR AS A RESULT OF ANY MATTER REFERRED TO IN THIS AGREEMENT SHALL LETTER IS HEREBY IRREVOCABLY WAIVED BY THE PARTIES HERETO. THIS LETTER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each of the parties hereto hereby submits irrevocably (i) submits, for itself and its property, to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County and (b) the United States District Court for the Southern District of New York York, located in the Borough of Manhattan, and of any New York State appellate court sitting from any such court, in New York City for purposes of all legal proceedings any action, suit, proceeding or claim arising out of or relating to this Agreement letter, or the transactions contemplated hereby. Each for recognition or enforcement of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such partyjudgment, and agrees not to plead or claim, that all claims in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such action, suit, proceeding or claim may be heard and determined in such New York State court lacks jurisdiction over or such party. Each of the parties hereto irrevocably Federal court, (ii) waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any action, suit, proceeding or claim arising out of or relating to this letter in any such proceeding brought in such a New York State or Federal court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby (iii) waives, to the fullest extent permitted by applicable law, any right it may have the defense of an inconvenient forum to a trial by jury in respect the maintenance of any litigation directly such action, suit, proceeding or indirectly arising out claim in any such court. Each of the parties hereto agrees to commence any such action, suit, proceeding or claim either in the United States District Court for the Southern District of New York or in the Supreme Court of the State of New York, New York County located in the Borough of Manhattan. Unless expressly stated herein, this letter is issued for your benefit only and no other person or entity (other than the Indemnified Persons and the Related Persons) may rely hereon. Notwithstanding the foregoing, the Trustee and Notes Collateral Agent shall be a third party beneficiary with respect to Section 1 to the extent that the Trustee and Notes Collateral Agent may cause the Sponsors to fund the Equity Commitment in accordance with the terms of this letter to the Escrow Issuer. Any exercise of such third party beneficiary right by the Trustee is subject to the Trustee’s prior delivery of written notice to the Escrow Issuer and the Sponsors stating the unqualified acceptance of, under and agreement to comply with, the provisions of this letter, Section 2 (limited to the subordination provisions set forth therein), Section 3 (solely as they relate to the assignment rights of the Sponsors) and Section 16 hereof. The provisions of Sections 2, 5 and 9 of this letter and this Section 4 will survive any termination or in connection with completion of the arrangements contemplated by this agreementletter.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each This Limited Guarantee shall be interpreted and construed in accordance with the Laws of the State of New York, without regard to its conflict of laws principles that would require application of the Laws of a jurisdiction other than the State of New York. The parties hereto hereby submits irrevocably and unconditionally (a) submit to the exclusive jurisdiction of any State or Federal Court sitting in the United States District Court for Borough of Manhattan, the Southern District City of New York and of (any such court, a “New York State court sitting in New York City for purposes of all legal proceedings Court”), over any Action arising out of or relating to this Agreement Limited Guarantee; (b) agree that service of any process, summons, notice or document by the transactions contemplated hereby. Each means specified herein shall be effective service of the parties hereto hereby further irrevocably waives process for any claim that any Action brought against such courts lack jurisdiction over such party, and agrees not to plead or claim, Party in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, a New York Court; (c) waive any objection that it may now or hereafter have to the laying of the venue of any such proceeding Action brought in such a court and any claim that any such proceeding brought in such a court New York Court has been brought in an inconvenient forum; and (d) agree that final judgment in any such Action in a New York Court shall be conclusive and binding upon the Parties and may be enforced in any other courts to whose jurisdiction the Party against whom enforcement is sought may be subject, by suit upon such judgment. Each party hereto hereby waivesIN ADDITION TO THE FOREGOING, to the fullest extent permitted by applicable lawEACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTY, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreementAND EACH PARTY HEREBY ACKNOWLEDGES THAT SUCH WAIVER IS MADE WITH FULL UNDERSTATING AND KNOWLEDGE OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each This Agreement shall be interpreted and construed in accordance with the Laws of the parties hereto State of New York, without regard to its conflict of laws principles that would require application of the Laws of a jurisdiction other than the State of New York. Except as provided in Section 2.2(c) and Section 8.2(c), the Parties hereby submits irrevocably and unconditionally (a) submit to the exclusive jurisdiction of any State or Federal Court sitting in the United States District Court for Borough of Manhattan, the Southern District City of New York and of (any such court, a “New York State court sitting in New York City for purposes of all legal proceedings Court”), over any Action arising out of or relating to this Agreement Agreement; (b) agree that service of any process, summons, notice or document by the transactions contemplated hereby. Each means specified herein shall be effective service of the parties hereto hereby further irrevocably waives process for any claim that any Action brought against such courts lack jurisdiction over such party, and agrees not to plead or claim, Party in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, a New York Court; (c) waive any objection that it may now or hereafter have to the laying of the venue of any such proceeding Action brought in such a court and any claim that any such proceeding brought in such a court New York Court has been brought in an inconvenient forum; and (d) agree that final judgment in any such Action in a New York Court shall be conclusive and binding upon the Parties and may be enforced in any other courts to whose jurisdiction the Party against whom enforcement is sought may be subject, by suit upon such judgment. Each party hereto hereby waivesIN ADDITION TO THE FOREGOING, to the fullest extent permitted by applicable lawEACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreementAND EACH PARTY HEREBY ACKNOWLEDGES THAT SUCH WAIVER IS MADE WITH FULL UNDERSTATING AND KNOWLEDGE OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each This Agreement shall be governed by and construed in accordance with the internal laws of the parties hereto State of Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction). Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby submits to the exclusive jurisdiction of may be instituted in the United States District Court for the Southern Northern District of New York Illinois or the Circuit Court for the Eighteenth Judicial Circuit located in DuPage County, Illinois, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The parties irrevocably and unconditionally waive any objection to the laying of venue of any New York State court sitting suit, action or any proceeding in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees irrevocably waive DM_US 154610927-5.088627.0010 Exhibit 10.9 and agree not to plead or claim, claim in any legal such court that any such suit, action or proceeding with respect to this Agreement brought in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waivesEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, to the fullest extent permitted by applicable lawTHEREFORE, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out ofEACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES TO SUBMIT TO A TRIAL BY JUDGE, under or in connection with this agreementAND WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY, IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSThis Agreement shall be governed by and construed in accordance with the laws of the State of New York. Each of the parties hereto hereby submits irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court for courts of the Southern District State of New York and of the United States of America, in each case located in the Borough of Manhattan, in the City of New York, for any action or proceeding commenced by another party hereto in any court ("LITIGATION") arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any Litigation relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in this Agreement shall be effective service of process for any Litigation brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Litigation arising out of this Agreement or the transactions contemplated hereby in the courts of the State of New York State or the United States of America, in each case located in the Borough of Manhattan, in the City of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court sitting that any such Litigation brought in New York City for purposes any such court has been brought in an inconvenient forum. Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all legal proceedings rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this agreement.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED SHALL, IN ACCORDANCE WITH SECTION 5-1401 AND SECTION 5-1402 OF THE LAWS GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE REGARD TO ITS CONFLICT ANY CONFLICTS OF LAW PROVISIONS, AND PRINCIPLES THEREOF THAT WOULD CALL FOR THE OBLIGATIONS, RIGHTS AND REMEDIES APPLICATION OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSLAWS OF ANY OTHER JURISDICTION. Each Any action or Proceeding against any of the parties hereto hereby submits relating in any way to this Agreement may be brought and enforced in the exclusive jurisdiction courts of the State of New York or of the United States District Court for the Southern District of New York and of any New York State court York, in either case, sitting in New York City for purposes the borough of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such partyManhattan, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, submit to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying jurisdiction of the venue each such court in respect of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumaction or Proceeding. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to remove any such action or Proceeding by reason of improper venue or inconvenient forum. Service of process upon a trial party hereto at the address specified in Section 7.04 shall, to the fullest extent permitted by jury law, be deemed in every respect of effective service upon a party hereto in any litigation directly such legal action or indirectly arising out ofProceeding. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, under or in connection with this agreementTO 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; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKThis Agreement, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSincluding the construction, AND THE OBLIGATIONSvalidity and performance hereof and the obligations arising hereunder, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each and all amendments and supplements hereof and all waivers and consents hereunder, shall be construed in accordance with and governed by the laws of the parties hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District State of New York and without giving effect to any choice of law or conflicts of law provision or rule that would cause the application of the laws of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated herebyother jurisdiction. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any Any legal action or proceeding with respect to this Agreement or any document related hereto shall be brought in any the courts of the State of New York sitting in the County of New York or of the United States of America for the State of New York sitting in the County of New York or the courts of the State of Illinois sitting in the County of Xxxx or of the United States of America for the State of Illinois sitting in the Northern District of Illinois, and, by execution and delivery and/or acceptance of this Agreement, the Company and the Purchasers each hereby accepts the non-exclusive jurisdiction of the aforesaid courts. In addition, that any such court lacks jurisdiction over such party. Each of the parties hereto Company hereby irrevocably waives, to the fullest extent permitted by law, and unconditionally waives any objection that which it may now or hereafter have to the laying of the venue of any such proceeding of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or any document related hereto brought in such a court any of the aforesaid courts, and any hereby further irrevocably and unconditionally waives and agrees not to plead or claim that any such action, suit or proceeding brought in any such a court has been brought in an inconvenient forum. Each party hereto The Company and each Purchaser hereby waives, to the fullest extent permitted by applicable law, any irrevocably waives all right it may have to a trial by jury in any suit, action or other proceeding instituted by or against it in respect of any litigation directly its obligations hereunder or indirectly arising out of, under or in connection with this agreementthe transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKThis Agreement shall be governed by, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSand construed under, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each the Laws of the parties State of Indiana, and all rights and remedies shall be governed by said Laws, without regard to principles of conflicts of Laws. To the fullest extent permitted by Law, the Parties hereto hereby submits agree that any claim, suit, action or proceeding seeking to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of enforce any New York State court sitting in New York City for purposes of all legal proceedings provision of, or based on any matter arising out of or relating to in connection with, this Agreement or the transactions contemplated hereby. Each hereby shall only be brought in the state courts in the State of Indiana or the Federal courts located in the State of Indiana, and not in any other State or Federal courts located in the United States of America or any court in any other country, and each of the parties hereto Parties hereby further irrevocably waives any claim that consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such courts lack jurisdiction over such partysuit, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto and irrevocably waives, to the fullest extent permitted by lawLaw, any objection that which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such a court and any claim or that any such suit, action or proceeding which is brought in any such a court has been brought in an inconvenient forum. Each party hereto hereby waives, to To the fullest extent permitted by applicable lawLaw, process in any right it such suit, action or proceeding may have to a trial by jury be served on any Party anywhere in respect the world, whether within or without the jurisdiction of any litigation directly or indirectly arising out of, under or in connection with this agreementsuch court. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKThis Agreement shall be governed by, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSand construed in accordance with, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSthe internal laws of the State of New York without regard to conflicts of law principles. Each Borrower irrevocably agrees that any Credit Agreement Related Claim may be brought in any Federal or New York State Court located in the City of New York and, by the parties hereto execution and delivery of this Agreement, each Borrower hereby irrevocably accepts and submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each each of the parties hereto hereby further irrevocably waives any claim that any such aforesaid courts lack jurisdiction over such partyin personam, generally and agrees not to plead or claimunconditionally, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such partyaction or proceedings for itself and in respect of its property, assets and revenues. Each of the parties hereto Borrower hereby also irrevocably waives, to the fullest extent permitted by law, any objection that which it may now or hereafter have to the laying of the venue of any such action or proceeding brought in any such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby Borrower further irrevocably consents to service of process out of said courts by mailing a copy thereof, by registered or certified mail, postage prepaid, to itself, and irrevocably waives, to the fullest extent permitted by applicable law, all claim of error by reason of such service in any legal action or proceeding brought in accordance herewith. Each Borrower irrevocably waives, in any legal action or proceeding in any jurisdiction (whether for an injunction, specific performance, damages or otherwise), any right or claim of immunity of any kind with respect to itself or its assets including, without limitation, from attachment or execution of judgment, and each Borrower irrevocably agrees that it may have and its assets are and shall be subject to a trial by jury any legal action or proceeding, attachment or execution in respect to its obligations under this Agreement. Each Borrower hereby irrevocably agrees that the Bank shall not be liable for, and each Borrower waives and agrees not to seek any special, indirect or consequential damages arising out of any litigation directly or indirectly arising out of, under or in connection with claim related to this agreementAgreement. EACH BORROWER AND THE BANK EACH HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH THEY ARE BOTH PARTIES INVOLVING ANY CREDIT AGREEMENT RELATED CLAIM.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AGREEMENT, THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORKYORK (WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF). The Company, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONSthe Collateral Agent, AND THE OBLIGATIONSthe Custodial Agent, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each of the parties hereto Securities Intermediary and the Purchase Contract Agent hereby submits submit to the exclusive nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State state court sitting in New York City for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of The Company, the parties hereto hereby further Collateral Agent, the Custodial Agent, the Securities Intermediary and the Purchase Contract Agent irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waiveswaive, to the fullest extent permitted by applicable law, any objection that it which they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto hereby of the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary irrevocably waives, to the fullest extent permitted by applicable law, any and all right it may have to a trial by jury in respect of any litigation directly or indirectly legal proceeding arising out of, under of or in connection with relating to this agreementAgreement or the transactions contemplated hereby.