Common use of Governing Law, Consent to Jurisdiction, etc Clause in Contracts

Governing Law, Consent to Jurisdiction, etc. All questions concerning the construction, validity, enforcement 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, without regard to the principles of conflicts of law thereof (other than Section 5-1401 of the General Obligations Law of the State of New York). Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any 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 is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or 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. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law, Consent to Jurisdiction, etc. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof laws thereof) as to all matters (other than Section 5-1401 including Legal Proceedings related hereto), including matters of the General Obligations Law of the State of New York)validity, construction, effect, performance and remedies. Each party agrees that all legal proceedings concerning the interpretationsParty hereby agrees, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against Person asserting rights as a third party hereto beneficiary may do so only if he, she or its respective affiliatesit irrevocably agrees, directors, officers, shareholders, employees or agents) that any Legal Proceeding shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereto hereby irrevocably submits brought only to the exclusive jurisdiction of the state and courts of the State of Delaware or the federal courts sitting located in the City State of New YorkDelaware, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated and each Party hereby or discussed herein (including with respect consents to the enforcement jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any of the Transaction Documents), such Legal Proceeding and hereby irrevocably waives, and agrees not to assert the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Legal Proceeding in any suitsuch court or that any such Legal Proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Proceeding that is filed in accordance with this Section 2.7 is pending before a court, action all Legal Proceedings, including any counterclaim, cross-claim or proceedinginterpleader, shall be subject to the exclusive jurisdiction of such court. Each Party hereby waives, and any claim Person asserting rights as a third party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any Legal Proceeding, that it (a) such Party is not personally subject to the jurisdiction of the above named courts for any reason, (b) such Legal Proceeding may not be brought or is not maintainable in such court, that (c) such suitParty’s property is exempt or immune from execution, action (d) such Legal Proceeding is brought in an inconvenient forum, or proceeding (e) the venue of such Legal Proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served A final judgment in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence Legal Proceeding described in this Section 2.7 following the expiration of delivery) any period permitted for appeal and subject 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 any stay during appeal shall be deemed to limit conclusive and may be enforced in other jurisdictions by suit on the judgment or in any way any right to serve process in any other manner permitted provided by lawapplicable Laws. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) OF THE PARTIES HEREBY IRREVOCABLY UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWAND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES, ANY AND ALL RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL PROCEEDING IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL PROCEEDING A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL PROCEEDING WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Governing Law, Consent to Jurisdiction, etc. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York applied to contracts to be performed wholly within the State of New York, without regard to the principles of conflicts of law thereof (other than Section 5-1401 laws principles. Any judicial proceeding brought by or against any Loan Party with respect to any of the General Obligations Law Obligations, this Agreement or any Other Document may be brought in any court of competent jurisdiction located in the County and State of New York, United States of America, and, by execution and delivery of this Agreement, each Loan Party accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Loan Party hereby waives personal service of any and all process upon it and consents that all such service of process may be made by registered mail (return receipt requested) directed to Administrative Loan Party (on behalf of Borrowers) at its address set forth in Section 16.6 and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America, or, at Agent’s and/or any Lender’s option, by service upon Administrative Loan Party (on behalf of Borrowers) which each Loan Party irrevocably appoints as such Loan Party’s agent for the purpose of accepting service within the State of New York). Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any 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 is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or 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 affect the right to serve process in any manner permitted by lawlaw or shall limit the right of Agent or any Lender to bring proceedings against any Loan Party in the courts of any other jurisdiction. EACH PARTY HERETO Each Loan Party waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Any judicial proceeding by any Loan Party against Agent or any Lender involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement or any Other Document (INCLUDING ITS AFFILIATESexcept to the extent, AGENTSif any, OFFICERSexpressly provided otherwise in any Other Document), DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVESshall be brought only in a federal or state court located in the City of New York, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYState of New York.

Governing Law, Consent to Jurisdiction, etc. All questions concerning the construction, validity, enforcement and interpretation of this Agreement the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof (other than Section 5-1401 of the General Obligations Law of the State of New York). Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any 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 is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or 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. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law, Consent to Jurisdiction, etc. All questions concerning (a) THIS AGREEMENT SHALL BE CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. (b) Each of the constructionParties hereby irrevocably and unconditionally submits, validityfor itself and its property, enforcement and interpretation to the exclusive jurisdiction of this Agreement shall be governed by and construed and enforced in accordance with the internal laws any court of the State of New York, without regard to the principles of conflicts of law thereof (other than Section 5-1401 York sitting in Manhattan or any Federal court of the General Obligations Law United States of America sitting in the Southern District of New York and any appellate court from any thereof, in any Action arising out of or relating to this Agreement or the Transactions or for recognition or enforcement of any judgment relating to such transactions, and each of the parties hereby irrevocably and unconditionally agrees that all claims in respect of any such Action shall be heard and determined in such court of the State of New York)York or, to the extent permitted by Applicable Law, in such Federal court. Each party of the Parties agrees that all legal proceedings concerning a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the interpretations, enforcement and defense judgment or in any other manner provided by law. (c) Each of the transactions contemplated by Parties 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 Action arising out of or related to this Agreement and or the Transactions in any other Transaction Documents (whether brought against a party hereto such New York state or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New Yorkcourt. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and Parties hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such Action in any such court, that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal of the Parties shall designate and appoint an agent for the service of process and consents to process being served in the State of New York in connection with any such suit, action or 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 dispute arising under this Agreement Agreement, and agrees that to consider any legal process or any demand or notice made or served on such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed agent as being made to limit in any way any right to serve process in any manner permitted by law. it. (d) THE PARTIES EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, AGREE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVE THEIR RESPECTIVE RIGHTS TO JURY TRIAL OF ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. The scope of this waiver is intended to be all encompassing of any transaction contemplated hereby, including Contract claims, tort claims, breach of duty claims, and all other material inducement to enter into a business relationship and that they will continue to rely on the waiver in their related future dealings. Each Party further represents and warrants that it has reviewed this waiver with its legal counsel, and that each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYTO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. In the event of an Action, this Agreement may be filed as a written consent to trial by a court.

Governing Law, Consent to Jurisdiction, etc. All questions concerning (a) Notwithstanding the construction, validity, enforcement and interpretation of place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be governed by and construed and enforced in accordance with and governed by the internal laws of the State of New York, Delaware without regard to that State’s conflict of laws principles. In the principles event that a judicial proceeding is necessary, the parties agree that the sole forum for resolving disputes arising out of conflicts of law thereof (other than Section 5-1401 of the General Obligations Law of the State of New York). Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by or relating to this Agreement and any other Transaction Documents (whether brought against a party hereto are the federal or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in Delaware and applying Delaware law, and all related appellate courts (collectively, the City of New York. Each party hereto hereby “Courts”), and Purchaser and Seller each irrevocably submits and unconditionally consent to the exclusive jurisdiction of the state Courts. (b) Each of the parties irrevocably and federal courts sitting unconditionally consents to venue in the City Courts, and irrevocably and unconditionally waives any objection to the laying of New York, New York for the adjudication venue of any dispute hereunder or judicial proceeding in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and hereby irrevocably waivesCourts, and agrees not to assert plead or claim in any suit, action or proceeding, Court that any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or judicial proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served brought in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery Court has been brought in an inconvenient forum. (with evidence of deliveryc) 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. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWCONTRARY, EACH OF THE PARTIES HERETO WAIVES ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION BASED ON, OR ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYANY OTHER AGREEMENT ENTERED INTO IN CONNECTION HEREWITH, ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO.

Governing Law, Consent to Jurisdiction, etc. All questions concerning the construction, validity, enforcement 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, without regard to the principles of conflicts of law thereof (other than Section 5-1401 of the General Obligations Law of the State of New York)thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City County of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City County of New York, York in the State of New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents)hereby, and hereby irrevocably waives, and agrees not to assert in any 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 is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or 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. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law, Consent to Jurisdiction, etc. All questions concerning the construction, validity, enforcement 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, without regard to the principles of conflicts of law thereof (other than Section 5-1401 of the General Obligations Law of the State of New York)thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City County of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City County of New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents)hereby, and hereby irrevocably waives, and agrees not to assert in any 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 is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or 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. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law, Consent to Jurisdiction, etc. All questions concerning the construction, validity, enforcement (a) This ------------------------------------------- Participation Agreement and interpretation of this Agreement each other Transaction Document shall be governed by by, and construed and enforced in accordance with with, the internal laws of the State of New York. (b) By the execution and delivery of this Participation Agreement, without regard to the principles of conflicts of law thereof (other than Section 5-1401 each of the General Obligations Law Lessee, each Permitted Sublessee, the Trust Company, the Lessor, the Equity Participant, each Lender and the Agent irrevocably: (i) agrees that any action, suit or proceeding arising out of or relating to this Participation Agreement or any other Transaction Document or any statement, course of conduct, act, omission or event occurring in connection herewith or therewith (collectively, "Related Litigation") may be brought in any state or federal court of competent jurisdiction sitting in the Borough of Manhattan, State of New York). Each party agrees that all legal proceedings concerning the interpretations, enforcement accepts and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereto hereby irrevocably submits itself to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, acknowledges the competency of any such court, and agrees that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served any judgment in any such suitRelated Litigation in any such court shall be binding and conclusive upon such party and its property; (ii) waives any objection which it now has or may hereafter have to the laying of venue of any such Related Litigation in any such court or that any such Related Litigation brought in any such court was brought in an inconvenient forum, action and waives any right to object, with respect to any such Related Litigation brought in any such court, that such court does not have jurisdiction over such party; (iii) consents and agrees to service of any summons, complaint or proceeding other legal process in any such Related Litigation by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) United States mail, postage prepaid, to such party at the address in effect for notices referred to it under this Agreement in Section 6.02 hereof, and consents and agrees that such service shall constitute good in every respect valid and sufficient effective service (but nothing herein shall affect the validity or effectiveness of process and notice thereof. Nothing contained herein shall be deemed to limit served in any way any right to serve process in any other manner permitted by law. EACH PARTY HERETO ); and (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEESiv) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYwaives the right to trial by jury in any such Related Litigation.

Governing Law, Consent to Jurisdiction, etc. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, the U.S., without regard to the principles of conflicts of law thereof (other than Section 5-1401 of the General Obligations Law of the State of New York)thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any 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 is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or 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. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law, Consent to Jurisdiction, etc. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkTexas, without regard to the principles of conflicts of law thereof (other than Section 5-1401 of the General Obligations Law of the State of New York)thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City State of New YorkTexas. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkAustin, New York Texas for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any 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 is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or 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. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law, Consent to Jurisdiction, etc. All questions concerning the construction, validity, enforcement and interpretation of this (a) This ------------------------------------------- Participation Agreement shall be governed by by, and construed and enforced in accordance with with, the internal laws of the State of New York. (b) By the execution and delivery of this Participation Agreement, without regard to the principles of conflicts of law thereof (other than Section 5-1401 each of the General Obligations Law Lessee, each Significant Sublessee, the Trust Company, the Lessor, the Equity Participant, each Lender and the Agent irrevocably: (i) agrees that any action, suit or proceeding arising out of or relating to this Participation Agreement or any other Transaction Document or any statement, course of conduct, act, omission or event occurring in connection herewith or therewith (collectively, "Related Litigation") may be brought in any state or federal court of competent jurisdiction sitting in the Borough of Manhattan, State of New York). Each party agrees that all legal proceedings concerning the interpretations, enforcement accepts and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereto hereby irrevocably submits itself to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, acknowledges the competency of any such court, and agrees that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served any judgment in any such suitRelated Litigation in any such court shall be binding and conclusive upon such party and its property; (ii) waives any objection which it now has or may hereafter have to the laying of venue of any such Related Litigation in any such court or that any such Related Litigation brought in any such court was brought in an inconvenient forum, action and waives any right to object, with respect to any such Related Litigation brought in any such court, that such court does not have jurisdiction over such party; (iii) consents and agrees to service of any summons, complaint or proceeding other legal process in any such Related Litigation by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) United States mail, postage prepaid, to such party at the address in effect for notices referred to it under this Agreement in Section 6.02 hereof, and consents and agrees that such service shall constitute good in every respect valid and sufficient effective service (but nothing herein shall affect the validity or effectiveness of process and notice thereof. Nothing contained herein shall be deemed to limit served in any way any right to serve process in any other manner permitted by law. EACH PARTY HERETO ); and (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEESiv) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYwaives the right to trial by jury in any such Related Litigation.

Governing Law, Consent to Jurisdiction, etc. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof laws thereof) as to all matters (other than Section 5-1401 including Actions related hereto), including matters of the General Obligations Law of the State of New York)validity, construction, effect, performance and remedies. Each party agrees that all legal proceedings concerning the interpretationsParty hereby agrees, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against Person asserting rights as a third party hereto beneficiary may do so only if he, she or its respective affiliatesit irrevocably agrees, directors, officers, shareholders, employees or agents) that any Legal Dispute shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereto hereby irrevocably submits brought only to the exclusive jurisdiction of the state and courts of the State of Delaware or the federal courts sitting located in the City State of New YorkDelaware, New York for and each Party hereby consents to the adjudication jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Action 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 dispute hereunder such Action in any such court or that any such Action that is brought in connection herewith or any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with any transaction contemplated hereby or discussed herein (including this Section 2.7 is pending before a court, all Actions with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the enforcement exclusive jurisdiction of the any of the Transaction Documents), and such court. Each Party hereby irrevocably waives, and agrees any Person asserting rights as a third party beneficiary may do so only if he, she or it hereby waives, and shall not to assert as a defense in any suitLegal Dispute, action or proceeding, any claim that it (a) such Party is not personally subject to the jurisdiction of the above named courts for any reason, (b) such Action may not be brought or is not maintainable in such court, that (c) such suitParty’s property is exempt or immune from execution, action (d) such Action is brought in an inconvenient forum, or proceeding (e) the venue of such Action is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served A final judgment in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence Action described in this Section 2.7 following the expiration of delivery) any period permitted for appeal and subject 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 any stay during appeal shall be deemed to limit conclusive and may be enforced in other jurisdictions by suit on the judgment or in any way any right to serve process in any other manner permitted provided by lawapplicable Laws. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) OF THE PARTIES HEREBY IRREVOCABLY UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWAND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES, ANY AND ALL RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL PROCEEDING 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, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.