Common use of Governing Law; Jurisdiction; No Jury Trial Clause in Contracts

Governing Law; Jurisdiction; No Jury Trial. This Agreement shall be governed and construed in accordance with the laws of the State of Illinois without giving effect to principles of conflicts of law. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the State of Illinois, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, 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 brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party 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 to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; No Jury Trial. This Agreement shall be governed and construed in accordance with the laws of the State of Illinois North Carolina without giving effect to principles of conflicts of law. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the Mecklenburg County, State of IllinoisNorth Carolina, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, 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 brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party 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 to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law(except as hereinafter provided). EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OR 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 INDUCED TO ENTER INTO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYBY, AMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION. If, for any reason, the foregoing jury trial waiver is not enforceable at the time of any dispute hereunder, then such dispute shall be resolved by binding arbitration in accordance with the then current National Rules for the Resolution of Employment Disputes of the American Arbitration Association. Such arbitration, if necessary, shall be convened in the City of Charlotte, State of North Carolina. Notwithstanding any other provision hereof, the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Paragraph 8 of this Agreement, and Executive consents that such restraining order or injunction may be granted without the necessity of the Company's posting any bond, except to the extent otherwise required by applicable law.

Governing Law; Jurisdiction; No Jury Trial. This 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 Illinois Delaware, without giving effect regard to the principles of conflicts of lawlaw thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (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 New York County, New York. Each party hereby irrevocably submits consents to the non-exclusive jurisdiction of the state and federal courts sitting in the State of IllinoisNew York County, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of this Agreement), 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 brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. Each party 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 such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TOIf any party shall commence an action or proceeding to enforce any provisions of this Agreement, AND AGREES NOT TO REQUESTthen the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYpreparation and prosecution of such action or proceeding. Each party hereby irrevocably waives any right it may have, and agrees not to request, a jury trial for the adjudication of any dispute hereunder or in connection with or arising out of this Agreement.

Governing Law; Jurisdiction; No Jury Trial. This Agreement All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of Illinois New York, without giving effect regard to the principles of conflicts of lawlaw 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, Borough of Manhattan. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the State The City of IllinoisNew York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of 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 brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. Each party 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 such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or 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 action or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TOHAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.ANY

Governing Law; Jurisdiction; No Jury Trial. (a) This Agreement and all matters relating to the interpretation, construction, validity and enforcement of this Agreement, including any Legal Proceeding arising under or related in any way to this Agreement, the relationship of the Parties or the Transactions shall be governed by and construed in accordance with the laws of the State of Illinois Delaware, without giving effect regard to principles of the conflicts of law, principles or rules of such state, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction provided, that any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source in any way relating to this Agreement or any of the transactions contemplated hereby, or any dispute arising out of or relating in any way to the Financing, the Commitment Documents, the performance thereof or the transactions contemplated thereby shall be governed by, and construed in accordance with, the law of the State of New York. (b) Each of the Parties irrevocably agrees that any Legal Proceeding arising out of or relating to this Agreement brought by any Party or its successors or assigns against any other Party shall be brought and determined in the Court of Chancery of the State of Delaware, provided that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such Legal Proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each party of the Parties hereby irrevocably submits to the non-exclusive jurisdiction of the state aforesaid courts for itself and federal courts sitting with respect to its property, generally and unconditionally, with regard to any such Legal Proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Parties agrees not to commence any Legal Proceeding relating thereto except in the State courts described above in Delaware, other than actions in any court of Illinoiscompetent jurisdiction to enforce any judgment, for decree or award rendered by any such court in Delaware as described herein. Each of the adjudication Parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any suitLegal Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, action or proceeding, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 (c) that (i) the Legal Proceeding in any such suit, action or proceeding court is brought in an inconvenient forum or that forum, (ii) the venue of such suitLegal Proceeding is improper or (iii) this Agreement, action or proceeding is improperthe subject matter hereof, may not be enforced in or by such courts. Each party hereby irrevocably waives personal service Notwithstanding anything to the contrary in this Section 10.10(b), each of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and parties hereto agrees that such service shall constitute good and sufficient service it will not bring or support any action, cause of process and notice thereof. Nothing contained herein shall be deemed to limit action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source in any way relating to this Agreement or any right to serve process of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TOway to the Financing, AND AGREES NOT TO REQUESTthe Commitment Documents, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthe performance thereof or the transactions contemplated thereby, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof).

Governing Law; Jurisdiction; No Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed and construed in accordance with by the internal laws of the State of Illinois New York, without giving effect to principles any choice of conflicts law or conflict of law. Each party hereby irrevocably submits to the non-exclusive jurisdiction law provision or rule (whether of the state and federal courts sitting in the State of Illinois, for New York or any other jurisdictions) that would cause the adjudication application of the laws of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinjurisdiction other than the State of New York. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN ERIE COUNTY, and hereby irrevocably waivesNEW YORK FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY ​ ​ ​ TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, and agrees not to assert in any suitAND HEREBY IRREVOCABLY WAIVES, action or proceedingAND AGREES NOT TO ASSERT IN ANY SUIT, any claim that it is not personally subject to the jurisdiction of any such courtACTION OR PROCEEDING, that such suitANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, action or proceeding is brought in an inconvenient forum or that the venue of such suitTHAT SUCH SUIT, action or proceeding is improperACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. Each party 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 to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TOHAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; No Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois Delaware, without giving effect to principles of conflicts of law. Each party hereby laws. (b) With respect to any Action relating to this Agreement, each Party expressly and irrevocably (i) expressly and irrevocably consents and submits to the non-exclusive jurisdiction of the each state and federal courts sitting court located in the County of New Castle, State of IllinoisDelaware (and each appellate court located in the County of New Castle, for State of Delaware) in connection with any such Action and (ii) waives any objection which it may have at any time to the adjudication laying of venue of any dispute hereunder or Action brought in connection herewith or with any transaction contemplated hereby or discussed herein, 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, waives any claim that such suit, action or proceeding is Action has been brought in an inconvenient forum or that and further waives the venue of such suitright to object, action or proceeding is improper. Each party 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 with respect to such party at the address for such notices to it under this Agreement and agrees Action, that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in court does not have any way any right to serve process in any manner permitted by law. EACH PARTY jurisdiction over such Party. (c) THE PARTIES HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TOWAIVE, AND AGREES NOT AGREE TO REQUESTCAUSE THEIR RESPECTIVE SUBSIDIARIES TO WAIVE, A THE RIGHT TO TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION HEREWITH WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR ARISING OUT OF THIS AGREEMENT THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY TRANSACTION CONTEMPLATED HEREBYTHEREBY.

Governing Law; Jurisdiction; No Jury Trial. This Agreement All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of Illinois New York, without giving effect regard to the principles of conflicts of lawlaw 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, Borough of Manhattan. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the State The City of IllinoisNew York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of 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 brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. Each party 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 such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TOIf either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, AND AGREES NOT TO REQUESTthen the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYpreparation and prosecution of such action or proceeding. Each party hereby irrevocably waives any right it may have, and agrees not to request, a jury trial for the adjudication of any dispute hereunder or in connection with or arising out of the transaction documents.

Governing Law; Jurisdiction; No Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed and construed in accordance with by the internal laws of the State of Illinois Delaware, without giving effect to principles any choice of conflicts law or conflict of lawlaw provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Chancery Court of the State of Delaware and any state and federal courts appellate court therefrom sitting in New Castle County in the State of IllinoisDelaware (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), for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, 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 brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party 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 to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TOHAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; No Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois New York, without giving effect regard to principles of the conflicts of law. Each party hereby irrevocably submits , principles or rules of such state, to the non-extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction. (b) The Parties consent to the exclusive jurisdiction of the state Federal and federal State courts sitting located in the State of Illinois, New York for the adjudication resolution of any dispute hereunder all disputes or in connection herewith or with any transaction contemplated hereby or discussed hereincontroversies between the Parties which, and hereby irrevocably waivespursuant to applicable Law, and agrees are not subject to assert the provisions of Section 10.11. Each of the Parties (i) consents to the exclusive jurisdiction of each such court in any suit, action or proceeding, proceeding relating to or arising out of this Agreement or the Transactions; (ii) waives any claim objection that it is not personally subject may have to the jurisdiction laying of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party 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 to in any such party at the address for such notices to it under this Agreement court; and (iii) agrees that service of any court paper may be made in such manner as may be provided under applicable Laws or court rules governing service of process. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, AND AGREE TO CAUSE THEIR RESPECTIVE AFFILIATES TO WAIVE, THE RIGHT TO TRIAL BY JURY IN ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY RELATED AGREEMENTS OR ANY TRANSACTIONS CONTEMPLATED HEREBY. (c) Notwithstanding anything herein to the contrary, each Party acknowledges and irrevocably agrees that with respect to any Covered Action, such Party agrees and shall constitute good take (or refrain from taking) such actions as necessary to procure that (i) any Covered Action shall be subject to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in the Borough of Manhattan in the county of New York, and sufficient any appellate court thereof, (ii) that service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in Section 10.01 shall be effective service of process against it for any Covered Action, (iii) to waive and notice thereofhereby waives, to the fullest extent permitted by applicable Law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any Covered Action, and (iv) that a final judgment in any Covered Action 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 contained herein in this paragraph shall be deemed to limit in any way affect or eliminate any right to serve process in any other manner permitted by lawapplicable Law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYCOVERED ACTION.

Governing Law; Jurisdiction; No Jury Trial. (a) This Agreement Lease shall be governed by and construed in accordance with the laws of the State of Illinois Maryland without giving effect regard to principles any conflict of conflicts laws rules of such state. (b) Each party to this Lease hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts in the State of Maryland in any action or proceeding arising out of or relating to this Lease or for recognition or enforcement of any judgment relating thereto, and each party to this Lease hereby irrevocably and unconditionally agrees not to commence any such action or proceeding except in such courts. Each party to this Lease hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereby to this Lease irrevocably submits consents to the non-exclusive jurisdiction of the state and federal courts sitting in the State of Illinois, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, 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 brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party 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 to such party at the address manner provided for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofin Article 11. Nothing contained herein shall be deemed in this Lease will affect the right of any party to limit in any way any right this Lease to serve process in any other manner permitted by law. (c) LANDLORD AND TENANT, TO THE FULLEST EXTENT THAT THEY MAY LAWFULLY DO SO, HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LEASE. EACH PARTY TENANT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION SERVICE OF ANY DISPUTE HEREUNDER NOTICE REQUIRED BY ANY PRESENT OR IN CONNECTION HEREWITH FUTURE LAW OR ARISING OUT ORDINANCE APPLICABLE TO LANDLORDS OR TENANTS BUT NOT REQUIRED BY THE TERMS OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYLEASE.

Governing Law; Jurisdiction; No Jury Trial. (a) This Agreement and all matters relating to the interpretation, construction, validity and enforcement of this Agreement, including any Legal Proceeding arising under or related in any way to this Agreement, the relationship of the Parties or the Transactions shall be governed by and construed in accordance with the laws of the State of Illinois Delaware, without giving effect regard to principles of the conflicts of law, principles or rules of such state, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction [***]. (b) Each of the Parties irrevocably agrees that any Legal Proceeding arising out of or relating to this Agreement brought by any Party or its successors or assigns against any other Party shall be brought and determined in the Court of Chancery of the State of Delaware, provided that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such Legal Proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each party of the Parties hereby irrevocably submits to the non-exclusive jurisdiction of the state aforesaid courts for itself and federal courts sitting with respect to its property, generally and unconditionally, with regard to any such Legal Proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Parties agrees not to commence any Legal Proceeding relating thereto except in the State courts described above in Delaware, other than actions in any court of Illinoiscompetent jurisdiction to enforce any judgment, for decree or award rendered by any such court in Delaware as described herein. Each of the adjudication Parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any suitLegal Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, action or proceeding, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 (c) that (i) the Legal Proceeding in any such suit, action or proceeding court is brought in an inconvenient forum or that forum, (ii) the venue of such suitLegal Proceeding is improper or (iii) this Agreement, action or proceeding is improperthe subject matter hereof, may not be enforced in or by such courts. Each party 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 to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY[***].

Governing Law; Jurisdiction; No Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois New York, without giving effect regard to principles of the conflicts of law. Each party hereby irrevocably submits law rules of such state. (b) With respect to the non-exclusive jurisdiction of the state and federal courts sitting in the State of Illinois, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingproceeding relating to this Agreement (each, any claim that it is not personally a "Proceeding"), each party hereto irrevocably (i) agrees and consents to be subject to the jurisdiction of the United States District Court for the Southern District of New York or any New York State court sitting in New York City and (ii) waives any objection which it may have at any time to the laying of venue of any Proceeding brought in any such court, waives any claim that such suit, action or proceeding is Proceeding has been brought in an inconvenient forum or that and further waives the venue of such suitright to object, action or proceeding is improper. Each party 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 with respect to such party at the address for such notices to it under this Agreement and agrees Proceeding, that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in court does not have any way any right to serve process in any manner permitted by law. EACH PARTY jurisdiction over such party. (c) THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TOWAIVE, AND AGREES NOT AGREE TO REQUESTCAUSE THEIR RESPECTIVE SUBSIDIARIES TO WAIVE, A THE RIGHT TO TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF WITH THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY TRANSACTION TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY.

Governing Law; Jurisdiction; No Jury Trial. (i) This Agreement shall be governed by and construed in accordance with interpreted under the laws of the State of Illinois New York, without giving effect regard to principles any conflict of conflicts laws principle that would apply the law of law. Each party hereby irrevocably submits another jurisdiction. (ii) The Parties agree that any action, suit, or proceeding seeking to the non-exclusive jurisdiction enforce any provision of, or based on any matter arising out of the state and or relating to, this Agreement can only be brought in federal courts court sitting in the State Southern District of IllinoisNew York or, for if such court does not have jurisdiction, any trial court sitting in the adjudication Borough of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinManhattan, New York County, New York, and each of the parties hereto hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such courtaction, that such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such action, suit, or proceeding in any such court or that any such action, suit, or proceeding that is brought in any such court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperforum. Each party hereby irrevocably waives personal Any service of process and consents to process being served in any such action, suit, action proceeding, claim, dispute or proceeding controversy shall be by delivering the same or by mailing a copy thereof the same (by referred or certified mail, return receipt requested) to the relevant addresses set forth in Section 7(c) hereof or to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit other addresses as may have been designated in any way any right to serve process in any manner permitted by law. writing. (iii) EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES WAIVE TRIAL BY JURY IN ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ACTION ARISING OUT OF UNDER THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAGREEMENT.

Governing Law; Jurisdiction; No Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois New York, without giving effect regard to principles of the conflicts of law. Each party hereby irrevocably submits , principles or rules of such state, to the non-extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction. (b) The Parties consent to the exclusive jurisdiction of the state Federal and federal State courts sitting located in the State of Illinois, New York for the adjudication resolution of any dispute hereunder all disputes or in connection herewith or with any transaction contemplated hereby or discussed hereincontroversies between the Parties which, and hereby irrevocably waivespursuant to applicable Law, and agrees are not subject to assert the provisions of Section 10.11. Each of the Parties (i) consents to the exclusive jurisdiction of each such court in any suit, action or proceeding, proceeding relating to or arising out of this Agreement or the Transactions; (ii) waives any claim objection that it is not personally subject may have to the jurisdiction laying of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party 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 to in any such party at the address for such notices to it under this Agreement court; and (iii) agrees that such service shall constitute good and sufficient service of process and notice thereofany court paper may be made in such manner as may be provided under applicable Laws or court rules governing service of process. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY THE PARTIES HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TOWAIVE, AND AGREES NOT AGREE TO REQUESTCAUSE THEIR RESPECTIVE AFFILIATES TO WAIVE, A THE RIGHT TO TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF WITH THIS AGREEMENT AGREEMENT, ANY RELATED AGREEMENTS OR ANY TRANSACTION TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY SUCH ACTION INVOLVING ANY FINANCING SOURCES RELATING TO THE CREDIT AGREEMENT WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY). (c) Notwithstanding anything in this Agreement to the contrary, each party to this Agreement agrees (i) that any legal action or proceeding, whether at law or in equity, whether in contract or in tort or otherwise, against any Financing Source arising out of or relating to this Agreement or the Credit Agreement or the performance thereunder shall be subject to the exclusive jurisdiction to any state or federal court sitting in the Borough of Manhattan in the City and State of New York (whether a state or a Federal court), and any appellate court from thereof and (ii) not to bring or permit any of their Affiliates to bring or support anyone else in bringing in any such legal action in any other court.

Governing Law; Jurisdiction; No Jury Trial. This Agreement All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of Illinois New York, without giving effect regard to the principles of conflicts of lawlaw 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 Xxx Xxxx xx Xxxx Xxxx Xxxxx, Xxxxxxx. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the State of IllinoisXxx Xxxx xx Xxxx Xxxx Xxxxx, Xxxxxxx for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of 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 brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. Each party 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 such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TOIf any party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, AND AGREES NOT TO REQUESTthen the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYpreparation and prosecution of such action or proceeding. Each party hereby irrevocably waives any right it may have, and agrees not to request, a jury trial for the adjudication of any dispute hereunder or in connection with or arising out of the Transaction Documents.