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

Governing Law; Jurisdiction; Jury Trial Waiver. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Jurisdiction; Jury Trial Waiver. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, by and construed and enforced in accordance with, with the internal laws of the State of New York York, without regard to the choice principles of conflicts of law principles thereof. Each of the parties party hereto hereby irrevocably submits to the exclusive jurisdiction of the United States federal and state courts of located in the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose adjudication of any suit, action, proceeding dispute hereunder or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection herewith or with any such suittransaction contemplated hereby or discussed herein, action or proceeding may be served on each party hereto anywhere and hereby irrevocably waives, and agrees not to assert in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents any Proceeding, any claim that it is not personally subject to the jurisdiction of any such court court, or that such Proceeding has been commenced in any such suit, action an improper or proceeding and to the laying of venue in such courtinconvenient forum. Each party hereto hereby irrevocably waives any objection personal service of process and consents to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought process being served in any such court has been brought 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 an inconvenient forumeffect 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 OF PARTY HEREBY IRREVOCABLY WAIVES, TO THE PARTIES HERETO WAIVES FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO, AND AGREES NOT TO REQUEST REQUEST, A JURY TRIAL BY JURY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERTRANSACTION CONTEMPLATED HEREBY. If either party shall commence a Proceeding to enforce any provisions of this Agreement, then the prevailing party in such Proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.

Governing Law; Jurisdiction; Jury Trial Waiver. (a) This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. (b) Except as otherwise set forth in this Agreement, all actions, suits or proceedings arising out of or relating to this Agreement or the consummation of the Transactions shall be heard and determined exclusively in the Court of Chancery in the State of Delaware, or, if such court does not have jurisdiction over such action, suit or proceeding, such action, suit or proceeding shall be heard and determined exclusively in any state or federal court of competent jurisdiction in Delaware. Consistent with the preceding sentence, each of the Parties hereby, on behalf of itself and its Affiliates from time to time, (i) irrevocably submits to the choice of law principles thereof. Each exclusive jurisdiction of the parties hereto Court of Chancery in the State of Delaware, or, if such court shall not have jurisdiction, any state or federal court sitting in the State of Delaware (and the appropriate appellate courts therefrom) for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the consummation of the Transactions brought by any of them, (ii) irrevocably submits waives, and agrees not to assert by way of motion, defense or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the courts above-named courts, that its property is exempt or immune from attachment or execution, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, suit or proceeding is improper, or judgment relating to or arising out of that this Agreement or the Transactions may not be enforced in or by any of the above-named courts and (iii) irrevocably consents to and grants any such court exclusive jurisdiction over the transactions contemplated hereby. Service person of such Parties and over the subject matter of such action, suit or proceeding and agrees that mailing of process or other papers in connection with any such suitaction, action suit or proceeding in the manner provided in Section 8.02 or in such other manner as may be served on each party hereto anywhere in the world permitted by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding applicable law shall be valid and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. sufficient service thereof. (c) EACH OF PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE PARTIES HERETO WAIVES FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY HEREBY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHERS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND REPRESENTS (II) ACKNOWLEDGES THAT COUNSEL IT HAS BEEN CONSULTED SPECIFICALLY INDUCED TO ENTER INTO THIS AGREEMENT OR THE TRANSACTIONS, AS TO APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS WAIVERSECTION 8.09(c).

Governing Law; Jurisdiction; Jury Trial Waiver. This (a) THIS AGREEMENT, AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED UPON, OR RELATED TO THIS AGREEMENT OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF, SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE GOVERNED BY, AND CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CHOICE OR CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAWS OTHER THAN THE LAWS OF THE STATE OF DELAWARE. Any legal action, suit or proceeding arising out of, based upon or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed brought solely in accordance with, the internal laws Chancery Court of the State of New York without regard Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware and any direct appellate court therefrom). Each party hereby irrevocably submits to the choice exclusive jurisdiction of law principles thereofsuch courts in respect of any legal action, suit or proceeding arising out of, based upon or relating to this Agreement and the rights and obligations arising hereunder and agrees that it will not bring any action arising out of, based upon or related to this Agreement in any other court. Each of the parties hereto party hereby irrevocably submits waives, and agrees not to assert as a defense, counterclaim or otherwise, in any legal action, suit or proceeding arising out of, based upon or relating to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts of for any reason other than the State of New York located failure to serve process in New York County and the United States District Court for the Southern District of New York for the purpose accordance with Section 13, (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 Applicable Law, any claim that (A) the suit, actionaction or proceeding in such court is brought in an inconvenient forum, proceeding or judgment relating to or arising out (B) the venue of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under is improper, or (C) this Agreement. Each of , or the parties hereto irrevocably consents to the jurisdiction of any subject mater hereof, may not be enforced in or by such court in any such suit, action or proceeding and to the laying of venue in such courtcourts. Each party hereto irrevocably waives agrees that notice or the service of process in any objection to the laying of venue of any such suitaction, action suit or proceeding brought arising out of, based upon or relating to this Agreement or the rights and obligations arising hereunder shall be properly served or delivered if delivered in such courts and irrevocably waives any claim that any such suitthe manner contemplated by Section 13. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, action or proceeding brought in any such court has been brought in an inconvenient forum. AND THEREFORE EACH OF THE PARTIES HERETO SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO REQUEST A TRIAL BY JURY IN RESPECT OF ANY LITIGATION WITH RESPECT DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND REPRESENTS ACKNOWLEDGES THAT COUNSEL (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN CONSULTED SPECIFICALLY AS INDUCED TO ENTER INTO THIS WAIVERAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN SECTION 14(a) AND THIS SECTION 14(b).

Governing Law; Jurisdiction; Jury Trial Waiver. This Support Agreement, and all claims or causes of action based upon, arising out of, or related to this Support Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the internal laws Laws of the State of New York Delaware, without regard giving effect to principles or rules of conflict of laws to the choice extent such principles or rules would require or permit the application of law principles thereofLaws of another jurisdiction. Each Any Proceeding based upon, arising out of or related to this Support Agreement or the transactions contemplated hereby shall be brought in the federal or state courts located in of the State of Delaware in the Court of Chancery of the State of Delaware, or (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division), and each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suitProceeding, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the laying of venue of any such suit, action or proceeding brought in such courts Proceeding shall be heard and irrevocably waives any claim that any such suit, action or proceeding brought determined only in any such court, and agrees not to bring any Proceeding arising out of or relating to this Support Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Proceeding brought pursuant to this Section 15. The prevailing party in any such Proceeding (as determined by a court has been brought in an inconvenient forumof competent jurisdiction) shall be entitled to be reimbursed by the non-prevailing party for its reasonable and documented out-of-pocket expenses, including reasonable attorneys’ fees, incurred with respect to such Proceeding. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT PROCEEDING BASED UPON, ARISING OUT OF OR RELATED TO THIS SUPPORT AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVEROR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial Waiver. This Agreement Note shall be governed by, and construed and interpreted in accordance with, the internal laws law of the State of New York without regard to the choice of law principles thereofYork. Each of the parties hereto The Borrower hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or, if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purpose purposes of any suit, action, action or other proceeding or judgment relating to or arising out of this Agreement Note. The Borrower and the transactions contemplated hereby. Service hereby further agrees that service of any process, summons, notice or document by U.S. registered mail to its address set forth in Section 6 shall be effective service of process in connection with for any such suitaction, action suit or proceeding may be served on each party hereto anywhere in New York with respect to any matters to which it has submitted to jurisdiction as set forth above in the world by the same methods as are specified for the giving of notices under this Agreementimmediately preceding sentence. Each of the parties hereto irrevocably consents and unconditionally waives, to the jurisdiction of any such court in any such suitextent permitted by applicable law, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suitaction, action suit or proceeding brought arising out of this Note in (a) the United States District Court for the Southern District of New York or (b) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives, to the extent permitted by applicable law, and agrees not to plead or claim in any such courts and irrevocably waives any claim court that any such suitaction, action suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERTo the extent permitted by applicable law, the Borrower waives the right to trial by jury in any such action or proceeding.

Governing Law; Jurisdiction; Jury Trial Waiver. (a) This Agreement and the rights and obligations of the parties under this Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws law of the State of New York. In connection with its activities hereunder (including as a securities intermediary), the State of New York shall be deemed to be Custodian’s jurisdiction for purposes of the UCC (including, without regard limitation, Section 8-110 thereof). (b) Each party hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the choice of law principles thereof. Each exclusive jurisdiction of the parties hereto irrevocably courts of the United States for the Southern District of New York, and appellate courts thereof; provided that, notwithstanding the foregoing, if there is no basis for federal jurisdiction in respect of any such legal action or proceeding or recognition and enforcement action, then each party submits for itself and its property in any such legal action or proceeding or recognition and enforcement action to the exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan in New York County City, and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with appellate courts thereof; (ii) consents that any such suit, action or proceeding may be served on each party hereto anywhere brought only in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents such court and waives, to the jurisdiction of maximum extent not prohibited by law, any such court in any such suit, action objection that it may now or proceeding and hereafter have to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been or that such action or proceeding was brought in an inconvenient forum. EACH OF THE PARTIES HERETO court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid return receipt requested, to Company, FRBNY, Custodian or Administrator, as the case may be, at its address in each case as set forth in Article VIII or at such other address of which the parties hereto shall have been notified pursuant thereto; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law; (v) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in another jurisdiction by suit on the judgment or in any other matter provided by law; (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding any special, indirect, exemplary, punitive or consequential damages of any kind whatsoever (including for lost profits); (vii) WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERFOR ANY COUNTERCLAIM THEREIN.

Governing Law; Jurisdiction; Jury Trial Waiver. This (a) THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND TO THE EXTENT APPLICABLE THE BANKRUPTCY CODE. (b) All judicial proceedings brought against any Loan Party arising out of or relating to this Agreement shall or any other Loan Document, or any Indebtedness hereunder and thereunder, may be governed bybrought in the Bankruptcy Court and, and construed in accordance withif the Bankruptcy Court does not have (or abstains from) jurisdiction, the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the jurisdiction of the courts of the State of New York located in New York County and York, the courts of the United States District Court of America for the Southern District of New York York, and appellate courts from any thereof. Each Loan Party hereby irrevocably and unconditionally: (a) submits for the purpose of itself and its property in any suit, action, such legal action or proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service other Loan Documents to which it is a party, or for recognition and enforcement of process any judgment in connection with respect thereof, to the non exclusive general jurisdiction of such the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof; (b) consents that any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim objection that it may now or hereafter have to the venue of any such suit, action or proceeding brought in any such court has been or that such action or proceeding was brought in an inconvenient forum. court and agrees not to plead or claim the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the applicable Loan Party at its address set forth in Section 12.01 or at such other address of which the Lender shall have been notified pursuant thereto; and (d) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages. (c) EACH OF LOAN PARTY AND THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LITIGATION WITH RESPECT LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERFOR ANY COUNTERCLAIM THEREIN.

Governing Law; Jurisdiction; Jury Trial Waiver. This Agreement Note shall be governed by, and construed in accordance with, by the internal laws of the State of New York without regard York. The Company and the Holder hereby irrevocably submit to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or, if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purpose purposes of any suit, action, action or other proceeding or judgment relating to or arising out of this Agreement Note. The Company and the transactions contemplated hereby. Service Holder hereby further agree that service of any process, summons, notice or document by U.S. registered mail to their respective addresses set forth in Section 4 hereof shall be effective service of process in connection with for any such suitaction, action suit or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under New York with respect to this AgreementNote. Each of the parties hereto irrevocably consents and unconditionally waives, to the jurisdiction of any such court in any such suitextent permitted by applicable law, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suitaction, action suit or proceeding brought arising out of this Note in (a) the United States District Court for the Southern District of New York or (b) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives, to the extent permitted by applicable law, and agrees not to plead or claim in any such courts and irrevocably waives any claim court that any such suitaction, action suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERTo the extent permitted by applicable law, the Company and the Holder waive the right to trial by jury in any such action or proceeding.

Governing Law; Jurisdiction; Jury Trial Waiver. (a) This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York Delaware applicable to contracts executed in and to be performed in that State without regard giving effect to principles or rules of conflict of laws to the choice extent such principles or rules would require or permit the application of law principles laws of another jurisdiction. All actions, suits or proceedings (collectively, “Action”) arising out of or relating to this Agreement shall be heard and determined exclusively in any federal or state court having jurisdiction within the State of Delaware (and any appellate courts thereof). Each of the The parties hereto hereby (i) submit to the exclusive jurisdiction of federal or state courts within the State of Delaware (and any appellate courts thereof) for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably submits waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the courts above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereunder may not be enforced in or by any of the above-named courts. (b) The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and accordingly, that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal or state court within the State of New York located Delaware without proof of actual damages or otherwise, in New York County and the United States District Court for the Southern District of New York for the purpose of addition to any suit, action, proceeding other remedy to which they are entitled at law or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere equity as expressly permitted in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of further waives (i) any such court defense in any such suitaction for specific performance that a remedy at law would be adequate and (ii) any requirement to post security or a bond as prerequisite to obtaining equitable relief. (c) The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, action and accordingly, that the parties shall be entitled to seek an injunction or proceeding injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal or state court within the State of Delaware without proof of actual damages or otherwise, in addition to the laying of venue any other remedy to which they are entitled at law or in such courtequity as expressly permitted in this Agreement. Each party hereto irrevocably of the parties further waives (i) any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought defense in any such court has been brought in an inconvenient forumaction for specific performance that a remedy at law would be adequate and (ii) any requirement to post security or a bond as prerequisite to obtaining equitable relief. (d) EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH OF THE PARTIES HERETO WAIVES (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY RIGHT OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT ENFORCE THAT FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY THE TRANSACTIONS CONTEMPLATED HEREBY, AS TO APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS WAIVERSECTION 9(D).

Governing Law; Jurisdiction; Jury Trial Waiver. This Support Agreement, and all claims or causes of action based upon, arising out of, or related to this Support Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the internal laws Laws of the State of New York York, without regard giving effect to principles or rules of conflict of laws to the choice extent such principles or rules would require or permit the application of law principles thereofLaws of another jurisdiction. Each Any Action based upon, arising out of or related to this Support Agreement or the transactions contemplated hereby shall be brought in the federal or state courts located in New York City in the State of New York, and each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suitProceeding, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the laying of venue of any such suit, action or proceeding brought in such courts Proceeding shall be heard and irrevocably waives any claim that any such suit, action or proceeding brought determined only in any such court, and agrees not to bring any Action arising out of or relating to this Support Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 9. The prevailing party in any such Proceeding (as determined by a court has been brought in an inconvenient forumof competent jurisdiction) shall be entitled to be reimbursed by the non-prevailing party for its reasonable and documented out-of-pocket expenses, including reasonable attorneys’ fees, incurred with respect to such Action. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT PROCEEDING BASED UPON, ARISING OUT OF OR RELATED TO THIS SUPPORT AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVEROR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial Waiver. This Support Agreement, and all claims or causes of action based upon, arising out of, or related to this Support Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the internal laws Laws of the State of New York Delaware, without regard giving effect to principles or rules of conflict of laws to the choice extent such principles or rules would require or permit the application of law principles thereofLaws of another jurisdiction. Each Any Proceeding based upon, arising out of or related to this Support Agreement or the transactions contemplated hereby shall be brought in the federal or state courts located in of the State of Delaware in the Court of Chancery of the State of Delaware, or (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division), and each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suitProceeding, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the laying of venue of any such suit, action or proceeding brought in such courts Proceeding shall be heard and irrevocably waives any claim that any such suit, action or proceeding brought determined only in any such court, and agrees not to bring any Proceeding arising out of or relating to this Support Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Proceeding brought pursuant to this Section 10. The prevailing party in any such Proceeding (as determined by a court has been brought in an inconvenient forumof competent jurisdiction) shall be entitled to be reimbursed by the non-prevailing party for its reasonable and documented out-of-pocket expenses, including reasonable attorneys’ fees, incurred with respect to such Proceeding. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT PROCEEDING BASED UPON, ARISING OUT OF OR RELATED TO THIS SUPPORT AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVEROR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial Waiver. This Agreement shall THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture or the transactions contemplated hereby may be governed by, and construed instituted in accordance with, the internal laws federal courts of the State United States of America located in the City of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the jurisdiction of or the courts of the State of New York in each case located in New York County and the United States District Court for the Southern District City of New York for (collectively, the purpose of any suit“Specified Courts”), action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents submits to the non-exclusive jurisdiction of any such court courts in any such suit, action or proceeding and proceeding. Service of any process, summons, notice or document by mail (to the laying extent allowed under any applicable statute or rule of venue court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. Each party hereto The Company, the Trustee and the Holders (by their acceptance of the Notes) each hereby irrevocably waives and unconditionally waive any objection to the laying of venue of any such suit, action or other proceeding brought in such courts the Specified Courts and irrevocably waives any and unconditionally waive and agree not to plead or claim that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.108

Governing Law; Jurisdiction; Jury Trial Waiver. This Sponsor Agreement, and all claims or causes of action based upon, arising out of, or related to this Sponsor Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the internal laws Laws of the State of New York York, without regard giving effect to principles or rules of conflict of laws to the choice extent such principles or rules would require or permit the application of law principles thereofLaws of another jurisdiction. Each Any Action based upon, arising out of or related to this Sponsor Agreement or the transactions contemplated hereby shall be brought in the federal or state courts located in New York City in the State of New York, and each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suitAction, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the laying of venue of any such suit, action or proceeding brought in such courts Action shall be heard and irrevocably waives any claim that any such suit, action or proceeding brought determined only in any such court, and agrees not to bring any Action arising out of or relating to this Sponsor Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 15. The prevailing party in any such Action (as determined by a court has been brought in an inconvenient forumof competent jurisdiction) shall be entitled to be reimbursed by the non-prevailing party for its reasonable and documented out-of-pocket expenses, including reasonable attorneys’ fees, incurred with respect to such Action. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS SPONSOR AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVEROR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial Waiver. (a) This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws law of the State Commonwealth of New York Virginia without regard deference to conflicts of laws principals. (b) The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the choice of law principles thereof. Each of Lender or any Related Party thereof in any way relating to this Agreement or the parties hereto irrevocably submits to the jurisdiction of transactions relating hereto, in any forum other than the courts of the State Commonwealth of New York located Virginia sitting in New York County City of Williamsburg/Jxxxx City County, Virginia, and of the United States District Court for the Southern Eastern District of New York for the purpose of Virginia, and any suitappellate court from any thereof, action, in any action or proceeding or judgment relating to or arising out of or relating to this Agreement Agreement, or for recognition or enforcement of any judgment, and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such court action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any way relating to this Agreement or the transactions relating hereto may be heard and determined in such suitVirginia court or, action or proceeding and to the laying of venue fullest extent permitted by Applicable Law, in such federal court. Each party hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. Nothing in this Agreement shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction. (c) The Borrower irrevocably waives and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought arising out of or relating to this Agreement in any court referred to in clause (b) of this Section. Each party hereto irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. court. (d) EACH OF PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE PARTIES HERETO WAIVES FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND REPRESENTS (B) ACKNOWLEDGES THAT COUNSEL HAS IT AND THE OTHER PARTY HERETO HAVE BEEN CONSULTED SPECIFICALLY AS INDUCED TO ENTER INTO THIS WAIVERAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Jurisdiction; Jury Trial Waiver. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Jurisdiction; Jury Trial Waiver. This Agreement Note shall be governed by, and construed and interpreted in accordance with, the internal laws law of the State of New York without regard to the choice of law principles thereofYork. Each of the parties hereto The Company hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or, if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purpose purposes of any suit, action, action or other proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated herebyNote. Service The Company hereby further agrees that service of any process, summons, notice or document by U.S. registered mail to its address set forth in Section 6 shall be effective service of process in connection with for any such suitaction, action suit or proceeding may be served on each party hereto anywhere in New York with respect to any matters to which it has submitted to jurisdiction as set forth above in the world by the same methods as are specified for the giving of notices under this Agreementimmediately preceding sentence. Each of the parties hereto irrevocably consents and unconditionally waives, to the jurisdiction of any such court in any such suitextent permitted by applicable law, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suitaction, action suit or proceeding brought arising out of this Note in (a) the United States District Court for the Southern District of New York or (b) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives, to the extent permitted by applicable law, and agrees not to plead or claim in any such courts and irrevocably waives any claim court that any such suitaction, action suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERTo the extent permitted by applicable law, the Company waives the right to trial by jury in any such action or proceeding.

Governing Law; Jurisdiction; Jury Trial Waiver. (a) This Agreement and the rights and obligations of the parties under this Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws law of the State of New York. In connection with its activities hereunder (including as a securities intermediary), the State of New York shall be deemed to be Custodian’s jurisdiction for purposes of the UCC (including, without regard limitation, Section 8-110 thereof). (b) Each party hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the choice of law principles thereof. Each exclusive jurisdiction of the parties hereto irrevocably courts of the United States for the Southern District of New York, and appellate courts thereof; provided that, notwithstanding the foregoing, if there is no basis for federal jurisdiction in respect of any such legal action or proceeding or recognition and enforcement action, then each party submits for itself and its property in any such legal action or proceeding or recognition and enforcement action to the exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan in New York County City, and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with appellate courts thereof (ii) consents that any such suit, action or proceeding may be served on each party hereto anywhere brought only in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents such court and waives, to the jurisdiction of maximum extent not prohibited by law, any such court in any such suit, action objection that it may now or proceeding and hereafter have to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been or that such action or proceeding was brought in an inconvenient forum. EACH OF THE PARTIES HERETO court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid return receipt requested, to Company, New York Fed, Custodian or Administrator, as the case may be, at its address in each case as set forth in Article VIII or at such other address of which the parties hereto shall have been notified pursuant thereto; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law; (v) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in another jurisdiction by suit on the judgment or in any other matter provided by law; (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding any special, indirect, exemplary, punitive or consequential damages of any kind whatsoever (including for lost profits); (vii) WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVERFOR ANY COUNTERCLAIM THEREIN.

Governing Law; Jurisdiction; Jury Trial Waiver. This Support Agreement, and all claims or causes of action based upon, arising out of, or related to this Support Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the internal laws Laws of the State of New York York, without regard giving effect to principles or rules of conflict of laws to the choice extent such principles or rules would require or permit the application of law principles thereofLaws of another jurisdiction. Each Any Action based upon, arising out of or related to this Support Agreement or the transactions contemplated hereby shall be brought in the federal or state courts located in New York City in the State of New York, and each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suitProceeding, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the laying of venue of any such suit, action or proceeding brought in such courts Proceeding shall be heard and irrevocably waives any claim that any such suit, action or proceeding brought determined only in any such court, and agrees not to bring any Action arising out of or relating to this Support Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 12. The prevailing party in any such Proceeding (as determined by a court has been brought in an inconvenient forumof competent jurisdiction) shall be entitled to be reimbursed by the non-prevailing party for its reasonable and documented out-of-pocket expenses, including reasonable attorneys’ fees, incurred with respect to such Action. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT PROCEEDING BASED UPON, ARISING OUT OF OR RELATED TO THIS SUPPORT AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVEROR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Jury Trial Waiver. This Agreement shall be governed by, construed and construed enforced in accordance with, with the internal laws Laws of the State of New York Delaware without regard to the choice conflict of law laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in Delaware (or in any appellate court thereof) (the “Specified Courts”). Each Party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Court for the parties purpose of any Action arising out of or relating to this Agreement brought by any Party hereto and (b) irrevocably submits waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the courts of above-named courts, that its property is exempt or immune from attachment or execution, that the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in signature page. Nothing in this Section 7(e) shall affect the right of any Party to serve legal process in any other manner permitted by Law. EACH OF PARTY HERETO HEREBY WAIVES TO THE PARTIES HERETO WAIVES FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND REPRESENTS (B) ACKNOWLEDGES THAT COUNSEL HAS IT AND THE OTHER PARTIES HERETO HAVE BEEN CONSULTED SPECIFICALLY AS INDUCED TO ENTER INTO THIS WAIVERAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7(e).

Governing Law; Jurisdiction; Jury Trial Waiver. This (a) All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement shall and the exhibits and schedules hereto, and all claims and disputes arising hereunder or thereunder or in connection herewith or therewith, whether purporting to be sound in contract or tort, or at law or in equity, will be governed by, and construed in accordance with, the internal laws Laws of the State of New York Delaware, without regard giving effect to the any choice of law principles thereof. Each Law or conflict of the parties hereto irrevocably submits to the jurisdiction of the courts Law rules or provisions (whether of the State of New York Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. The parties hereto hereby agree and consent to be subject to the exclusive jurisdiction of the state or federal courts located in New York County Wilmington, Delaware and hereby waive the United States District Court for right to assert the Southern District lack of New York for the purpose of any suit, action, proceeding personal or judgment relating to subject matter jurisdiction or arising out of this Agreement and the transactions contemplated hereby. Service of process improper venue in connection with any such suit, action or proceeding may be served on other proceeding. In furtherance of the foregoing, each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents hereto: (i) waives the defense of inconvenient forum; (ii) agrees not to the jurisdiction commence any suit, action or other proceeding arising out of this Agreement or any transactions contemplated hereby other than in any such court court; and (iii) agrees that a final judgment in any such suit, action or other proceeding will be conclusive and to the laying of venue may be enforced in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action other jurisdictions by suit or proceeding brought in such courts and irrevocably waives any claim that any such suit, action judgment or proceeding brought in any such court has been brought in an inconvenient forum. other manner provided by Law. (b) EACH OF PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND THEREFORE EACH PARTY: (I) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE PARTIES HERETO WAIVES FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO REQUEST A TRIAL BY JURY IN RESPECT OF ANY LITIGATION WITH RESPECT LITIGATION, ACTION, PROCEEDING, CROSS CLAIM, OR COUNTERCLAIM DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY; (II) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER; AND REPRESENTS (III) ACKNOWLEDGES THAT COUNSEL HAS IT AND THE OTHER PARTIES HERETO HAVE BEEN CONSULTED SPECIFICALLY AS INDUCED TO ENTER INTO THIS WAIVERAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.13(b).

Governing Law; Jurisdiction; Jury Trial Waiver. This Agreement THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. Each Party hereto agrees that it shall be governed bybring any action or proceeding in respect of any claim arising out of or related to this Agreement, and construed in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the jurisdiction of the courts of the State of New York located extent possible, in New York County and either the United States District Court for the Southern District of New York for or any New York State court sitting in the purpose Borough of Manhattan (the “Chosen Courts”), and solely in connection with claims arising under this Agreement (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (b) waives any suitobjection to laying venue in any such action or proceeding in the Chosen Courts, actionand (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party hereto; provided, however, upon the commencement of the Chapter 11 Case, each of the Parties agree that the Bankruptcy Court presiding over the Chapter 11 Case shall be the sole Chosen Court. Each Party hereto irrevocably waives any and all right to trial by jury in any legal proceeding or judgment relating to or arising out of or relating to this Agreement and or the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.