Common use of Governing Law; Choice of Forum Clause in Contracts

Governing Law; Choice of Forum. (a) This Agreement shall be construed, performed and enforced in accordance with, and governed by, the Laws of the State of New York, without giving effect to the principles of conflicts of Laws thereof. (b) Each of the parties hereto irrevocably agrees that any and all disputes, claims or proceedings arising out of, relating to or in connection with this Agreement or its subject matter and the rights and obligations arising hereunder, or for recognition and enforcement of any settlement or judgment in respect of this Agreement or any other Transaction Document and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the courts of the State of New York located in New York, New York. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 14.6 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Agreement, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Choice of Forum. (a) This Agreement shall be construed, performed and enforced in accordance with, and governed by, the Laws of the State of New York, without giving effect to the principles of conflicts of Laws thereof. (b) Each of the parties hereto irrevocably agrees that any and all disputes, claims or proceedings arising out of, relating to or in connection with this Agreement or its subject matter and the rights and obligations arising hereunder, or for recognition and enforcement of any settlement or judgment in respect of this Agreement or any other Transaction Document and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the courts of the State of New York located in New York, New York. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 14.6 10.6 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Agreement, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Choice of Forum. (a) This Agreement shall Indenture and the Senior Notes will be construedgoverned by, performed and enforced construed in accordance with, and governed by, the Laws of the State of New York, without giving effect to the principles of conflicts of Laws thereof. (b) Each of the parties hereto irrevocably agrees that any and all disputes, claims or proceedings arising out of, relating to or in connection with this Agreement or its subject matter and the rights and obligations arising hereunder, or for recognition and enforcement of any settlement or judgment in respect of this Agreement or any other Transaction Document and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the courts laws of the State of New York located in New York, New York. Each without giving effect to applicable principles of conflicts of law to the extent that the application of the parties hereto agrees that mailing law of process another jurisdiction would be required thereby. (b) The Company and each of the Guarantors hereby irrevocably submits to the jurisdiction of any New York State Court sitting in the Borough of Manhattan in the City of New York or other papers any federal court sitting in connection with the Borough of Manhattan in the City of New York in respect of any such suit, action or proceeding in arising out of or relating to this Indenture and the manner provided in Section 14.6 or in such other manner as may be permitted by applicable LawsSenior Notes, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding accepts for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts courts. The Company and agrees that it will not bring any action relating to this Agreement or any each of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby Guarantors irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Agreement, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the it may effectively do so under applicable Lawlaw, any claim that (x) objection which it may now or hereafter have to the suit, action or proceeding in such court is brought in an inconvenient forum, (y) laying of the venue of any such suit, action or proceeding is improper brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (zc) The Company and each of the Guarantors hereby irrevocably appoints CT Corporation System (the "Process Agent," which has consented thereto) with offices on the date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as Process Agent to receive for and on behalf of its service process in the County of New York relating to this AgreementIndenture, and the Senior Notes and the Subsidiary Guarantees. SERVICE OF PROCESS IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY OR ANY OF THE GUARANTORS MAY BE MADE ON THE PROCESS AGENT BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDER APPLICABLE LAWS IN EFFECT IN THE STATE OF NEW YORK, AND THE PROCESS AGENT IS HEREBY AUTHORIZED AND DIRECTED TO ACCEPT SUCH SERVICE FOR AND ON BEHALF OF THE COMPANY OR ANY OF THE GUARANTORS AND TO ADMIT SERVICE WITH RESPECT THERETO. SUCH SERVICE UPON THE PROCESS AGENT SHALL BE DEEMED EFFECTIVE PERSONAL SERVICE ON THE COMPANY OR SUCH GUARANTOR, SUFFICIENT FOR PERSONAL JURISDICTION, 10 DAYS AFTER MAILING, AND SHALL BE LEGAL AND BINDING UPON THE COMPANY OR SUCH GUARANTOR FOR ALL PURPOSES, NOTWITHSTANDING ANY FAILURE OF THE PROCESS AGENT TO MAIL COPIES OF SUCH LEGAL PROCESS TO IT OR ANY FAILURE ON THE PART OF IT TO RECEIVE THE SAME. The Company and each of the Guarantors confirms that it has instructed the Process Agent to mail to it, upon service of process being made on the Process Agent pursuant to this Section, a copy of the summons and complaint or other legal process served upon it, by registered mail, return receipt requested, at the Company's address set forth in the first paragraph of this instrument, or to such other address as the subject matter hereofCompany and each of the Guarantors may notify the Process Agent in writing. The Company and each of the Guarantors agrees that it will at all times maintain a process agent to receive service of process in the County of New York on its behalf with respect to this Indenture, may not be enforced and the Senior Notes and the Subsidiary Guarantees. If for any reason the Process Agent or any successor thereto shall no longer serve as such process agent or shall have changed its address without notification thereof to the Trustee, the Company and each of the Guarantors, immediately after gaining knowledge thereof, irrevocably shall appoint a substitute process agent acceptable to the Trustee in the County of New York and advise the Trustee thereof or by such courtsnotify the Trustee of the new address, respectively. (d) NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY OR ANY OR THE GUARANTORS IN ANY OTHER JURISDICTION.

Governing Law; Choice of Forum. (a) Certain Consents; Waiver Of Jury Trial, Counterclaim, Setoff. This Agreement has been executed and delivered at and shall be construed, performed and enforced in accordance with, and governed by, the Laws of the State of New York, without giving effect deemed to the principles of conflicts of Laws thereof. (b) Each of the parties hereto irrevocably agrees that any and all disputes, claims or proceedings arising out of, relating to or in connection with this Agreement or its subject matter and the rights and obligations arising hereunder, or for recognition and enforcement of any settlement or judgment in respect of this Agreement or any other Transaction Document and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the courts of the State of New York located have been made in New York, New York. Each This Agreement and the rights granted herein shall be governed by and construed and enforced under the laws of the parties hereto agrees that mailing State of process New York (without giving effect to any conflicts of law rules or other papers principles). Any judicial proceeding brought by or against the Company with respect to this Agreement or any related Agreement shall be brought in connection with any such action or proceeding court of competent jurisdiction in the manner provided United States of America in Section 14.6 or in such other manner as may be permitted the Southern District of New York, and, by applicable Lawsexecution and delivery of this Agreement, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to Company accepts the personal exclusive jurisdiction of the aforesaid courts and irrevocably agrees that it will not bring to be bound by any judgment rendered thereby in connection with this Agreement. If any action relating to this Agreement or any of the transactions contemplated by this Agreement is commenced in any court or tribunal other than the aforesaid courts. Each of jurisdiction the parties hereto hereby consent to the removal of such action to the United States District Court for the Southern District of New York. The Company hereby irrevocably waivesdesignates Latham & Watkxxx-Xxx York as the designee, appointee and agrees not agent of the Company to assertreceive, by way for and on behalf of motionthe Company, as a defense, counterclaim or otherwise, service of process in the above described jurisdiction in any legal action or proceeding with respect to this Agreement and or any other Transaction Document or the rights and obligations arising hereunder, hereunder or for recognition thereunder and enforcement such service shall be deemed completed upon delivery thereof to such agent. It is understood that a copy of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject such process served on such agent will be promptly forwarded by mail to the jurisdiction Company at its address set forth in Section 10 hereof, but the failure of the above named courts for Company to receive such copy shall not affect in any reason other than way the failure to serve process in accordance with this Agreement, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.of

Governing Law; Choice of Forum. (ai) This Agreement shall be construed, performed and enforced in accordance with, and governed by, by the Laws laws of the State of New York, without giving effect regard to the principles of any conflicts of Laws thereoflaw rules or principles (whether of the State of New York or any other jurisdiction) that would result in the application of the laws of another jurisdiction. (bii) Each of the parties hereto irrevocably agrees that any and all disputes, claims or proceedings arising out of, relating to or in connection with this Agreement or its subject matter and the rights and obligations arising hereunder, or for recognition and enforcement of any settlement or judgment in respect of this Agreement or any other Transaction Document and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought hereby consents to, and determined exclusively in confers exclusive jurisdiction upon, the courts of the State of New York and the Federal courts of the United States of America located in the Borough of Manhattan, City of New York in the State of New York, New York. Each and appropriate appellate courts therefrom, over any Proceeding arising out of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 14.6 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courtsAncillary Document. Each of the parties party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, defense in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim such Proceeding that it is not personally subject to the such jurisdiction of the above named or that such Proceeding may not be brought or is not maintainable in said courts for or that this Agreement or any reason other than the failure to serve process Ancillary Document may not be enforced in accordance with this Agreement, (ii) any claim or by said courts or that it or its property is Assets are exempt or immune from jurisdiction of any execution, that such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (x) the suit, action or proceeding in such court Proceeding is brought in an inconvenient forum, (y) or that the venue of such suitProceeding is improper. Parent and Buyer covenant not to initiate or support (and agree not to permit any of their Affiliates to initiate or support) any such Proceeding in any other jurisdiction. Service of process in any such Proceeding may be served on any party anywhere in the world, action whether within or proceeding is improper without the State of New York, as provided in Section 10.3 of the Stock Purchase Agreement. (iii) Each party hereby waives to the fullest extent permitted by applicable Legal Requirements, any right it may have to a trial by jury in respect of any Proceeding directly or (z) indirectly arising out of, under or in connection with this Agreement. Each party (i) certifies that no Representative of any other party has represented, expressly or otherwise, that such other party would not, in the subject matter hereofevent of a Proceeding, may not be enforced seek to enforce the foregoing waiver; and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in or by such courtsthis paragraph.

Governing Law; Choice of Forum. Service of Process; Jury -------------------------------------------------------- Trial Waiver. ------------ (a) This The validity, interpretation and enforcement of this Agreement and the other Loan Documents and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be construed, performed and enforced in accordance with, and governed by, by the Laws internal laws of the State of New York, California (without giving effect to the principles of conflicts of Laws thereoflaw). (b) Each Borrower and Bank irrevocably consent and submit to the non-exclusive jurisdiction of the state courts of the County of Los Angeles and the United States District Court for the Central District of California and waive any objection based on venue or forum non conveniens with respect to any action ----- --- ---------- instituted therein arising under this Agreement or any of the other Loan Documents or in any way connected with or related or incidental to the dealings of the parties hereto irrevocably agrees that any and all disputes, claims or proceedings arising out of, relating to or in connection with this Agreement or its subject matter and the rights and obligations arising hereunder, or for recognition and enforcement of any settlement or judgment in respect of this Agreement or any of the other Transaction Document and Loan Documents or the rights and obligations arising hereunder brought by any other party transactions related hereto or its successors thereto, in each case whether now existing or assigns hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be brought and determined exclusively heard only in the courts described above. (c) Borrower hereby waives personal service of the State of New York located in New York, New York. Each of the parties hereto agrees any and all process upon it and consents that mailing all such service of process may be made by certified mail (return receipt requested) directed to its address set forth on the signature pages hereof and service so made shall be deemed to be completed on the date of receipt or refusal indicated on the return receipt or, at Bank's option, by service upon Borrower in any other papers in connection with any such action or proceeding in the manner provided in Section 14.6 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of under the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Agreement, (ii) any claim that it or its property is exempt or immune from jurisdiction rules of any such court or from courts. Within thirty (30) days after such service, Borrower shall appear in answer to such process, failing which Borrower shall be deemed in default and judgment may be entered by Bank against Borrower for the amount of the claim and other relief requested. (d) BORROWER AND BANK EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. BORROWER AND BANK EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT BORROWER OR BANK MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Bank shall not have any legal process commenced in such courts liability to Borrower (whether through service of noticein tort, attachment prior to judgmentcontract, attachment in aid of execution of judgment, execution of judgment equity or otherwise) and (iii) for losses suffered by Borrower in connection with, arising out of, or in any way related to the fullest extent permitted transactions or relationships contemplated by the applicable Law, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on Bank, that the subject matter hereoflosses were the result of acts or omissions constituting gross negligence or willful misconduct. In any such litigation, may not Bank shall be enforced entitled to the benefit of the rebuttable presumption that it acted in or good faith and with the exercise of ordinary care in the performance by such courtsit of the terms of this Agreement.

Governing Law; Choice of Forum. Service of Process; Jury -------------------------------------------------------- Trial Waiver. ------------ (a) This The validity, interpretation and enforcement of this Agreement and the other Loan Documents and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be construed, performed and enforced in accordance with, and governed by, by the Laws internal laws of the State of New York, California (without giving effect to the principles of conflicts of Laws thereoflaw). (b) Each The Borrower and the Bank irrevocably consent and submit to the non-exclusive jurisdiction of the state courts of the County of Los Angeles and the United States District Court for the Central District of California and waive any objection based on venue or forum non conveniens with respect to any ----- --- ---------- action instituted therein arising under this Agreement or any of the other Loan Documents or in any way connected with or related or incidental to the dealings of the parties hereto irrevocably agrees that any and all disputes, claims or proceedings arising out of, relating to or in connection with this Agreement or its subject matter and the rights and obligations arising hereunder, or for recognition and enforcement of any settlement or judgment in respect of this Agreement or any of the other Transaction Document and Loan Documents or the rights and obligations arising hereunder brought by any other party transactions related hereto or its successors thereto, in each case whether now existing or assigns hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be brought and determined exclusively heard only in the courts described above. (c) The Borrower hereby waives personal service of the State of New York located in New York, New York. Each of the parties hereto agrees any and all process upon it and consents that mailing all such service of process or other papers in connection with any such action or proceeding may be made by certified mail (return receipt requested) directed to its address set forth on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at the Bank's option, by service upon the Borrower in any other manner provided in Section 14.6 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of under the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Agreement, (ii) any claim that it or its property is exempt or immune from jurisdiction rules of any such court or from courts. Within thirty (30) days after such service, the Borrower shall appear in answer to such process, failing which the Borrower shall be deemed in default and judgment may be entered by the Bank against the Borrower for the amount of the claim and other relief requested. (d) THE BORROWER AND THE BANK EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE BORROWER AND THE BANK EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE BORROWER OR THE BANK MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) The Bank shall not have any legal process commenced in such courts liability to the Borrower (whether through service of noticein tort, attachment prior to judgmentcontract, attachment in aid of execution of judgment, execution of judgment equity or otherwise) and (iii) for losses suffered by the Borrower in connection with, arising out of, or in any way related to the fullest extent permitted transactions or relationships contemplated by the applicable Law, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non- appealable judgment or court order binding on the subject matter hereofBank, may not that the losses were the result of acts or omissions constituting gross negligence or willful misconduct. In any such litigation, the Bank shall be enforced entitled to the benefit of the rebuttable presumption that it acted in or good faith and with the exercise of ordinary care in the performance by such courtsit of the terms of this Agreement.

Governing Law; Choice of Forum. SERVICE OF PROCESS; JURY TRIAL WAIVER (a) This The validity, interpretation and enforcement of this Agreement and the other Loan Documents and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be construed, performed and enforced in accordance with, and governed by, by the Laws laws of the State of New York, without giving effect to the principles of conflicts of Laws thereofCalifornia. (b) Each Borrower and Bank irrevocably consent and submit to the non-exclusive jurisdiction of the state courts of the County of Los Angeles and the United States District Court for the Central District of California and waive any objection based on venue or FORUM NON CONVENIENS with respect to any action instituted therein arising under this Agreement or any of the other Loan Documents or in any way connected with or related or incidental to the dealings of the parties hereto irrevocably agrees that any and all disputes, claims or proceedings arising out of, relating to or in connection with this Agreement or its subject matter and the rights and obligations arising hereunder, or for recognition and enforcement of any settlement or judgment in respect of this Agreement or any of the other Transaction Document and Loan Documents or the rights and obligations arising hereunder brought by any other party transactions related hereto or its successors thereto, in each case whether now existing or assigns hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be brought and determined exclusively heard only in the courts described above. (c) Borrower hereby waives personal service of the State of New York located in New York, New York. Each of the parties hereto agrees any and all process upon it and consents that mailing all such service of process or other papers in connection with any such action or proceeding may be made by certified mail (return receipt requested) directed to its address set forth on the signature pages hereof and service so made shall be deemed to be completed five days after the same shall have been so deposited in the U.S. mails, or, at Bank's option, by service upon Borrower in any other manner provided in Section 14.6 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of under the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Agreement, (ii) any claim that it or its property is exempt or immune from jurisdiction rules of any such court or from courts. Within thirty days after such service, Borrower shall appear in answer to such process, failing which Borrower shall be deemed in default and judgment may be entered by Bank against Borrower for the amount of the claim and other relief requested. (d) BORROWER AND BANK EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. BORROWER AND BANK EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT BORROWER OR BANK MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) Bank shall not have any legal process commenced in such courts liability to Borrower (whether through service of noticein tort, attachment prior to judgmentcontract, attachment in aid of execution of judgment, execution of judgment equity or otherwise) and (iii) for losses suffered by Borrower in connection with, arising out of, or in any way related to the fullest extent permitted transactions or relationships contemplated by the applicable Law, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on Bank, that the subject matter hereoflosses were the result of acts or omissions constituting gross negligence or willful misconduct. In any such litigation, may not Bank shall be enforced entitled to the benefit of the rebuttable presumption that it acted in or good faith and with the exercise of ordinary care in the performance by such courtsit of the terms of this Agreement.

Governing Law; Choice of Forum. (a) This Agreement Etc. The validity, construction and performance of this Warrant Certificate shall be construedgoverned by, performed and enforced interpreted in accordance with, the laws of New York without reference to its conflict of laws rules. The parties hereto agree that the appropriate and governed by, the Laws exclusive forum for any disputes arising out of this Warrant Certificate solely between or among any or all of the State Company, on the one hand, and the Investor and/or any Person who has become a Warrantholder, on the other, shall be the United States District Court for the Southern District of New York, without giving effect to and, if such court will not hear any such suit, the principles courts of conflicts the state of Laws thereof. (b) Each of the Company's incorporation, and the parties hereto irrevocably agrees consent to the exclusive jurisdiction of such courts, and agree to comply with all requirements necessary to give such courts jurisdiction. The parties hereto further agree that any and all disputes, claims or proceedings arising out of, relating to or in connection with this Agreement or its subject matter and the rights and obligations arising hereunder, or for recognition and enforcement of any settlement or judgment in respect of this Agreement or any other Transaction Document and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the courts of the State of New York located in New York, New York. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 14.6 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring suit with respect to any action relating to disputes, except as expressly set forth below, arising out of this Agreement Warrant Certificate for the execution or any enforcement of the transactions contemplated by this Agreement judgment, in any court or tribunal jurisdiction other than the aforesaid above specified courts. Each of the parties hereto hereby irrevocably waives, and agrees not consents to assert, by way the service of motion, as a defense, counterclaim or otherwise, process in any action or proceeding with respect hereunder by the mailing of copies thereof by registered or certified airmail, postage prepaid, if to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject the Company, at 800 Connecticut Avenue, Norwalk, Connecticut, 06854, Attexxxxx: Xxxxxxx Xxxxxxx, xx xx xxxx xxxxx xxxxxxx xxecified by the Company in writing to the jurisdiction Warrant Agent, and (ii) any Warrantholder, at the address of such Warrantholder specified in the above named courts for Warrant Register. The foregoing shall not limit the rights of any reason other than the failure party hereto to serve process in accordance with this Agreement, (ii) any claim that it other manner permitted by the law or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, obtain execution of judgment or otherwise) and (iii) in any other jurisdiction. The parties further agree, to the fullest extent permitted by the applicable Lawlaw, that final and unappealable judgment against any claim that (x) the suit, of them in any action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this Agreement, or the subject matter hereof, contemplated above shall be conclusive and may not be enforced in any other jurisdiction within or outside the United States by such courtssuit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and the amount of indebtedness. The parties agree to waive any and all rights that they may have to a jury trial with respect to disputes arising out of this Agreement.

Governing Law; Choice of Forum. (a) This Agreement Etc. The validity, construction and performance of this Warrant Certificate shall be construedgoverned by, performed and enforced interpreted in accordance with, the laws of New York without reference to its conflict of laws rules. The parties hereto agree that the appropriate and governed by, the Laws exclusive forum for any disputes arising out of this Warrant Certificate solely between or among any or all of the State Company, on the one hand, and the Investor and/or any Person who has become a Warrantholder, on the other, shall be the United States District Court for the Southern District of New York, without giving effect to and, if such court will not hear any such suit, the principles courts of conflicts the state of Laws thereof. (b) Each of the Company's incorporation, and the parties hereto irrevocably agrees consent to the exclusive jurisdiction of such courts, and agree to comply with all requirements necessary to give such courts jurisdiction. The parties hereto further agree that any and all disputes, claims or proceedings arising out of, relating to or in connection with this Agreement or its subject matter and the rights and obligations arising hereunder, or for recognition and enforcement of any settlement or judgment in respect of this Agreement or any other Transaction Document and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the courts of the State of New York located in New York, New York. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 14.6 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring suit with respect to any action relating to disputes, except as expressly set forth below, arising out of this Agreement Warrant Certificate for the execution or any enforcement of the transactions contemplated by this Agreement judgment, in any court or tribunal jurisdiction other than the aforesaid above specified courts. Each of the parties hereto hereby irrevocably waives, and agrees not consents to assert, by way the service of motion, as a defense, counterclaim or otherwise, process in any action or proceeding with respect hereunder by the mailing of copies thereof by registered or certified airmail, postage prepaid, if to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject the Company, at 800 Xxxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxx, 00000, Xxtention: General Counsel, or at such other address specified by the Company in writing to the jurisdiction Warrant Agent, and (ii) any Warrantholder, at the address of such Warrantholder specified in the above named courts for Warrant Register. The foregoing shall not limit the rights of any reason other than the failure party hereto to serve process in accordance with this Agreement, (ii) any claim that it other manner permitted by the law or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, obtain execution of judgment or otherwise) and (iii) in any other jurisdiction. The parties further agree, to the fullest extent permitted by the applicable Lawlaw, that final and unappealable judgment against any claim that (x) the suit, of them in any action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this Agreement, or the subject matter hereof, contemplated above shall be conclusive and may not be enforced in any other jurisdiction within or outside the United States by such courtssuit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and the amount of indebtedness. The parties agree to waive any and all rights that they may have to a jury trial with respect to disputes arising out of this Agreement.

Governing Law; Choice of Forum. (a) This Agreement shall be construed, performed governed by and construed and enforced in accordance with, and governed by, with the Laws of the State of New York, without giving effect to the principles of conflicts of Laws thereof. (b) Each of the parties hereto irrevocably agrees that any and all disputes, claims or proceedings arising out of, relating to or in connection with this Agreement or its subject matter and the rights and obligations arising hereunder, or for recognition and enforcement of any settlement or judgment in respect of this Agreement or any other Transaction Document and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the courts laws of the State of New York located in New York, New York. Each (without reference to its choice of law principles). (b) Without limiting any Party’s right to appeal any order of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in Bankruptcy Court, (i) the manner provided in Section 14.6 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of Bankruptcy Court shall retain exclusive jurisdiction to enforce the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect terms of this Agreement and the rights and obligations arising hereunder (i) to decide any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any claim that it or its property is exempt or immune from and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the Parties hereby consent to and submit to the jurisdiction and venue of any the Bankruptcy Court and shall receive notices at such court or from any legal process commenced locations as indicated in such courts (whether through service of noticeSection 11.5; hereof. The Parties hereby irrevocably waive, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Lawlaw, any claim that (x) objection which they may now or hereafter have to the suit, action or proceeding laying of venue of any such dispute brought in such court is brought in an or any defense of inconvenient forum, (y) forum for the venue maintenance of such suit, action or proceeding is improper or (z) this Agreement, or dispute. Each of the subject matter hereof, Parties hereto agrees that a judgment in any such dispute may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtslaw. (c) EACH PARTY TO THIS AGREEMENT WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER, OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Governing Law; Choice of Forum. (a) This Agreement shall Indenture and the Senior Notes will be construedgoverned by, performed and enforced construed in accordance with, and governed by, the Laws of the State of New York, without giving effect to the principles of conflicts of Laws thereof. (b) Each of the parties hereto irrevocably agrees that any and all disputes, claims or proceedings arising out of, relating to or in connection with this Agreement or its subject matter and the rights and obligations arising hereunder, or for recognition and enforcement of any settlement or judgment in respect of this Agreement or any other Transaction Document and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the courts laws of the State of New York located in New York, New York. Each without giving effect to applicable principles of conflicts of law to the extent that the application of the parties hereto agrees that mailing law of process another jurisdiction would be required thereby. (b) The Company hereby irrevocably submits to the jurisdiction of any New York State Court sitting in the Borough of Manhattan in the City of New York or other papers any federal court sitting in connection with the Borough of Manhattan in the City of New York in respect of any such suit, action or proceeding in arising out of or relating to this indenture and the manner provided in Section 14.6 or in such other manner as may be permitted by applicable LawsSenior Notes, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding accepts for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby The company irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Agreement, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the it may effectively do so under applicable Lawlaw, any claim that (x) objection which it may now or hereafter have to the suit, action or proceeding in such court is brought in an inconvenient forum, (y) laying of the venue of any such suit, action or proceeding is improper brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (zc) The Company hereby irrevocably appoints [CT Corporation Systems] (the "Process Agent," which has consented thereto) with offices on the date hereof at [0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000] as Process Agent to receive for and on behalf of the Company service of process in the County of New York relating to this AgreementIndenture and the Senior Notes. SERVICE OF PROCESS IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY MAY BE MADE ON THE PROCESS AGENT BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDER APPLICABLE LAWS IN EFFECT IN THE STATE OF NEW YORK, AND THE PROCESS AGENT IS HEREBY AUTHORIZED AND DIRECTED TO ACCEPT SUCH SERVICE FOR AND ON BEHALF OF THE COMPANY AND TO ADMIT SERVICE WITH RESPECT THERETO. SUCH SERVICE UPON THE PROCESS AGENT SHALL BE DEEMED EFFECTIVE PERSONAL SERVICE ON THE COMPANY, SUFFICIENT FOR PERSONAL JURISDICTION, 10 DAYS AFTER MAILING, AND SHALL BE LEGAL AND BINDING UPON THE COMPANY FOR ALL PURPOSES, NOTWITHSTANDING ANY FAILURE OF THE PROCESS AGENT TO MAIL COPIES OF SUCH LEGAL PROCESS TO THE COMPANY OR ANY FAILURE ON THE PART OF THE COMPANY TO RECEIVE THE SAME. The Company confirms that it has instructed the Process Agent to mail to the Company, upon service of process being made on the Process Agent pursuant to this Section, a copy of the summons and complaint or other legal process served upon it, by registered mail, return receipt requested, at the Company's address set forth in the first paragraph of this instrument, or to such other address as the subject matter hereofCompany may notify the Process Agent in writing. The Company agrees that it will at all times maintain a process agent to receive service of process in the County of New York on its behalf with respect to this Indenture and the Senior Notes. If for any reason the Process Agent or any successor thereto shall no longer serve as such process agent or shall have changed its address without notification thereof to the Trustee, may not be enforced the Company, immediately after gaining knowledge thereof, irrevocably shall appoint a substitute process agent acceptable to the Trustee in the County of New York and advise the Trustee thereof or by such courtsnotify the Trustee of the new address, respectively. (d) NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION.

Governing Law; Choice of Forum. (a) This Agreement and all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of any party hereto in the negotiation, administration, performance and enforcement thereof, shall be construed, performed and enforced in accordance with, and governed by, and construed in accordance with the Laws laws of the State of New YorkDelaware, without giving effect to any choice or conflict of laws provision or rule (whether of the principles State of conflicts Delaware or any other jurisdiction) that would cause the application of the Laws thereofof any jurisdiction other than the State of Delaware. (b) Each of the parties hereto hereby (i) expressly and irrevocably agrees that submits to the exclusive personal jurisdiction of the Delaware Court of Chancery, any and all disputes, claims other court of the State of Delaware or proceedings arising any federal court sitting in the State of Delaware in the event any dispute arises out of, relating to or in connection with this Agreement or its subject matter and the rights and obligations arising hereunder, or for recognition and enforcement of any settlement or judgment in respect of this Agreement or any other Transaction Document and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the courts of the State of New York located in New Yorktransactions contemplated hereby, New York. Each of the parties hereto (ii) agrees that mailing of process it will not attempt to deny or defeat such personal jurisdiction by motion or other papers in connection with request for leave from any such action or proceeding in the manner provided in Section 14.6 or in such other manner as may be permitted by applicable Lawscourt, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement hereby in any court or tribunal other than the aforesaid courtsDelaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware, (iv) 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, and (v) agrees that each of the other parties shall have the right to bring any action or proceeding for enforcement of a judgment entered by the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as that a defense, counterclaim or otherwise, final judgment in any action or proceeding with respect to this Agreement shall be conclusive and may be enforced in other jurisdictions by suit on the rights and obligations arising hereunder, judgment or for recognition and enforcement of in any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject other manner provided by applicable Law. Each party irrevocably consents to the service of process outside the territorial jurisdiction of the above named courts for any reason other than the failure referred to serve process in accordance with this Agreement, (ii) any claim that it or its property is exempt or immune from jurisdiction of Section 10.3 in any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forumby mailing copies thereof by registered or certified United States mail, (y) the venue of such suitpostage prepaid, action or proceeding is improper or (z) this Agreementreturn receipt requested, or the subject matter hereof, may not be enforced to its address as specified in or pursuant to Section 10.7. However, the foregoing shall not limit the right of a party to effect service of process on the other party by such courtsany other legally available method.

Governing Law; Choice of Forum. (a) This Agreement Etc. The validity, construction and performance of this Warrant Certificate shall be construedgoverned by, performed and enforced interpreted in accordance with, the laws of New York without reference to its conflict of laws rules. The Company and governed by, the Laws Warrantholders (the "parties hereto") agree that the appropriate and exclusive forum for any disputes arising out of this Warrant Certificate solely between or among any or all of the State Company, on the one hand, and the Investor and/or any Person who has become a Warrantholder, on the other, shall be the United States District Court for the Southern District of New York, without giving effect to and, if such court will not hear any such suit, the principles courts of conflicts the state of Laws thereof. (b) Each of the Company's incorporation, and the parties hereto irrevocably agrees consent to the exclusive jurisdiction of such courts, and agree to comply with all requirements necessary to give such courts jurisdiction. The parties hereto further agree that any and all disputes, claims or proceedings arising out of, relating to or in connection with this Agreement or its subject matter and the rights and obligations arising hereunder, or for recognition and enforcement of any settlement or judgment in respect of this Agreement or any other Transaction Document and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the courts of the State of New York located in New York, New York. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 14.6 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring suit with respect to any action relating to disputes, except as expressly set forth below, arising out of this Agreement Warrant Certificate for the execution or any enforcement of the transactions contemplated by this Agreement judgment, in any court or tribunal jurisdiction other than the aforesaid above specified courts. Each of the parties hereto hereby irrevocably waives, and agrees not consents to assert, by way the service of motion, as a defense, counterclaim or otherwise, process in any action or proceeding with respect hereunder by the mailing of copies thereof by registered or certified airmail, postage prepaid, if to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject the Company, at 48 Mxxxxx Xxxxxxxx, Xxxxxxxx,XX 00000, Xxtention: General Counsel, or at such other address specified by the Company in writing to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this AgreementWarrant Agent, and (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of noticeWarrantholder, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to at the fullest extent permitted by the applicable Law, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue address of such suit, action or proceeding is improper or (z) this Agreement, or Warrantholder specified in the subject matter hereof, may not be enforced in or by such courtsWarrant Register.

Governing Law; Choice of Forum. Service of Process; --------------------------------------------------- Jury Trial Waiver. ----------------- (a) This The validity, interpretation and enforcement of this Agreement and the other Loan Documents and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be construed, performed and enforced in accordance with, and governed by, by the Laws internal laws of the State of New York, California (without giving effect to the principles of conflicts of Laws thereoflaw). (b) Each The Borrower, each Lender, the Issuing Bank, and the Agent irrevocably consent and submit to the non-exclusive jurisdiction of the state courts of the County of Los Angeles and the United States District Court for the Central District of California and waive any objection based on venue or forum ----- non conveniens with respect to any action instituted therein arising under this -------------- Agreement or any of the other Loan Documents or in any way connected with or related or incidental to the dealings of the parties hereto irrevocably agrees that any and all disputes, claims or proceedings arising out of, relating to or in connection with this Agreement or its subject matter and the rights and obligations arising hereunder, or for recognition and enforcement of any settlement or judgment in respect of this Agreement or any of the other Transaction Document and Loan Documents or the rights and obligations arising hereunder brought by any other party transactions related hereto or its successors thereto, in each case whether now existing or assigns hereafter arising, and whether in contract, tort, equity or otherwise, and agree that any dispute with respect to any such matters shall be brought and determined exclusively heard only in the courts described above. (c) The Borrower hereby waives personal service of the State of New York located in New York, New York. Each of the parties hereto agrees any and all process upon it and consents that mailing all such service of process or other papers in connection with any such action or proceeding may be made by certified mail (return receipt requested) directed to its address set forth on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at the Agent's option, by service upon the Borrower in any other manner provided in Section 14.6 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of under the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Agreement, (ii) any claim that it or its property is exempt or immune from jurisdiction rules of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. (d) THE BORROWER, EACH LENDER, THE ISSUING BANK, AND THE AGENT EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE BORROWER, EACH LENDER, THE ISSUING BANK, AND THE AGENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE BORROWER, EACH LENDER, OR THE AGENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT