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

Choice of Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be subject to and governed by the laws of State of New York, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. (b) Genesis OLP hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Agent, the Collateral Agent, Salomon Inc or Basis may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against Genesis OLP or its properties in the courts of any jurisdiction. Genesis OLP hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.2. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (c) 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 OR ANY OF THE OTHER LOAN DOCUMENTS. 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 AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.1.

Choice of Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) 10.4.1. This Agreement shall be subject to and governed by and construed under and the laws rights of the Parties determined in accordance with the Laws of the State of New York, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement Delaware (without reference to the laws choice of another statelaw provisions of the State of Delaware). 10.4.2. Each of the Parties irrevocably consents to the service of any process, pleading, notices or other papers by the mailing of copies thereof by registered, certified or first class mail, postage prepaid, to such Party at such Party’s address set forth herein, or by any other method provided or permitted under the Laws of the State of Delaware. 10.4.3. To the extent that a Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (bwhether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) Genesis OLP hereby irrevocably and unconditionally submits, for with respect to itself and or its property, such Party hereby irrevocably waives such immunity in respect of its obligations pursuant to this Agreement. 10.4.4. Except as otherwise provided in this Agreement, any proceeding or litigation arising out of relating to this Agreement or any contemplated transaction hereunder shall be brought in the courts of the State of Delaware, and each of the Parties irrevocably submits to the nonexclusive exclusive jurisdiction of each such court in any New York State court such proceeding or Federal court litigation, waives any objection it may now or hereafter have to venue or to convenience of the United States forum, agrees that all claims in respect of America sitting such proceeding or litigation shall be heard and determined only in New York Cityany such court, and agrees not to bring any appellate court from any thereof, in any action proceeding or proceeding litigation arising out of or relating to this Agreement or the any contemplated transaction hereunder in any other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto Party acknowledges and agrees that this Section 10.4.4 constitutes a final judgment in any such action or proceeding shall be conclusive voluntary and may be enforced in other jurisdictions by suit on bargained-for agreement between the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Agent, the Collateral Agent, Salomon Inc or Basis may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against Genesis OLP or its properties in the courts of any jurisdiction. Genesis OLP hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.2. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by lawParties. (c) 10.4.5. EACH PARTY HERETO HEREBY WAIVES, IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY PROCEEDING (WHETHER BASED IN CONTRACT, TORT OR INDIRECTLY OTHERWISE) ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT OR ANY OF TRANSACTION OR AGREEMENT CONTEMPLATED HEREBY OR THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY ACTIONS OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSADMINISTRATION, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.1PERFORMANCE OR ENFORCEMENT HEREOF.

Choice of Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) 9.4.1. This Agreement shall be subject to and governed by and construed under and the laws rights of the Parties determined in accordance with the Laws of the State of New York, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement Delaware (without reference to the laws choice of another statelaw provisions of the State of Delaware). 9.4.2. Each of the Parties irrevocably consents to the service of any process, pleading, notices or other papers by the mailing of copies thereof by registered, certified or first-class mail, postage prepaid, to such Party at such Party’s address set forth herein, or by any other method provided or permitted under the Laws of the State of Delaware. 9.4.3. To the extent that a Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (bwhether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) Genesis OLP hereby irrevocably and unconditionally submits, for with respect to itself and or its property, such Party hereby irrevocably waives such immunity in respect of its obligations pursuant to this Agreement. 9.4.4. Except as otherwise provided in this Agreement, any proceeding or litigation arising out of relating to this Agreement or any contemplated transaction hereunder shall be brought in the courts of the State of Delaware, and each of the Parties irrevocably submits to the nonexclusive exclusive jurisdiction of each such court in any New York State court such proceeding or Federal court litigation, waives any objection it may now or hereafter have to venue or to convenience of the United States forum, agrees that all claims in respect of America sitting such proceeding or litigation shall be heard and determined only in New York Cityany such court, and agrees not to bring any appellate court from any thereof, in any action proceeding or proceeding litigation arising out of or relating to this Agreement or the any contemplated transaction hereunder in any other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto Party acknowledges and agrees that this section constitutes a final judgment in any such action or proceeding shall be conclusive voluntary and may be enforced in other jurisdictions by suit on bargained-for agreement between the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Agent, the Collateral Agent, Salomon Inc or Basis may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against Genesis OLP or its properties in the courts of any jurisdiction. Genesis OLP hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.2. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by lawParties. (c) 9.4.5. EACH PARTY HERETO HEREBY WAIVES, IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY PROCEEDING (WHETHER BASED IN CONTRACT, TORT OR INDIRECTLY OTHERWISE) ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT OR ANY OF TRANSACTION OR AGREEMENT CONTEMPLATED HEREBY OR THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY ACTIONS OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSADMINISTRATION, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.1PERFORMANCE OR ENFORCEMENT HEREOF.

Choice of Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) 10.4.1. This Agreement shall be subject to and governed by and construed under and the laws rights of the Parties determined in accordance with the Laws of the State of Delaware (without reference to the choice of law provisions of the State of Delaware). 10.4.2. Each of the Parties irrevocably consents to the service of any process, pleading, notices or other papers by the mailing of copies thereof by registered, certified or first-class mail, postage prepaid, to such Party at such Party’s address set forth herein, or by any other method provided or permitted under the Laws of the State of New York, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. 10.4.3. To the extent that a Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (bwhether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) Genesis OLP hereby irrevocably and unconditionally submits, for with respect to itself and or its property, such Party hereby irrevocably waives such immunity in respect of its obligations pursuant to this Agreement. 10.4.4. Except as otherwise provided in this Agreement, any proceeding or litigation arising out of relating to this Agreement or any contemplated transaction hereunder shall be brought in the nonexclusive jurisdiction of any New York State court or Federal court (i) courts of the United States State of America Delaware, (ii) state or federal courts sitting in New York CityCounty, New York, or (iii) state or federal courts sitting in Denver, Colorado, and any appellate each of the Parties irrevocably submits to the exclusive jurisdiction of each such court from any thereof, in any action such proceeding or litigation, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of such proceeding or litigation shall be heard and determined only in any such court, and agrees not to bring any proceeding or litigation arising out of or relating to this Agreement or the any contemplated transaction hereunder in any other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto Party acknowledges and agrees that this section constitutes a final judgment in any such action or proceeding shall be conclusive voluntary and may be enforced in other jurisdictions by suit on bargained-for agreement between the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Agent, the Collateral Agent, Salomon Inc or Basis may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against Genesis OLP or its properties in the courts of any jurisdiction. Genesis OLP hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.2. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by lawParties. (c) 10.4.5. EACH PARTY HERETO HEREBY WAIVES, IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY PROCEEDING (WHETHER BASED IN CONTRACT, TORT OR INDIRECTLY OTHERWISE) ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT OR ANY OF TRANSACTION OR AGREEMENT CONTEMPLATED HEREBY OR THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY ACTIONS OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSADMINISTRATION, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.1PERFORMANCE OR ENFORCEMENT HEREOF.