Common use of Governing Law; Jurisdiction; Service of Process Clause in Contracts

Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, United States of America, without giving effect to the principles of conflicts of law thereof. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of Delaware, in each case located in the city of Wilmington and County of New Castle, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. Seller and Buyer irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waives and agrees not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.6.

Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed by and construed in accordance with federal bankruptcy law, to the extent applicable, and, where state law is implicated, the internal laws of the State Commonwealth of Delaware, United States of AmericaMassachusetts, without giving effect to the any principles of conflicts of law thereoflaw. Any legal suitWithout limiting any Party’s right to appeal any Order of the Bankruptcy Court, action or proceeding arising the Parties agree that if any dispute arises out of or based upon in connection with this Agreement or the transactions contemplated hereby may be instituted in the federal courts any of the United States documents executed hereunder or in connection herewith, the courts of Bankruptcy Court shall have exclusive personal and subject matter jurisdiction and shall be the State of Delawareexclusive venue to resolve any and all disputes relating to the Transaction. Such court shall have sole jurisdiction over such matters and the Parties affected thereby and Purchaser and Seller each hereby Consent and submit to such jurisdiction; provided, in each case located in however, that if the city of Wilmington Seller Chapter 11 Case has closed and County of New Castlecannot be reopened, the Parties agree to unconditionally and each party irrevocably submits submit to the exclusive jurisdiction of such courts the United States District Court for the district in which the Bankruptcy Court is located and any appellate court thereof, for the resolution of any such suitClaim or dispute. The Parties hereby irrevocably waive, action or proceeding. Service of processto the fullest extent permitted by applicable law, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. Seller and Buyer irrevocably and unconditionally waive any objection which they may now or hereafter have to the laying of venue of any suit, action such dispute brought in such court or any proceeding in defense of inconvenient forum for the maintenance of such courts and irrevocably waives and dispute. Each of the Parties hereto agrees not to plead or claim that a judgment in any such court that dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. In the event any such suitaction, action suit or proceeding brought is commenced, the Parties hereby agree and Consent that service of process may be made, and personal jurisdiction over any Party hereto in any such court action, suit or proceeding may be obtained, by service of a copy of the summons, complaint and other pleadings required to commence such action, suit or proceeding upon the Party at the address of such Party set forth in Section 10.4 hereof, unless another address has been brought designated by such Party in an inconvenient forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.6a Notice given to the other Parties in accordance with the provisions of Section 10.4 hereof.

Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Delaware, United States of AmericaNew York, without giving effect to any conflict of laws provision thereof that would require the principles application of conflicts the law of law thereofanother jurisdiction. Any legal suit, action or proceeding For purposes of any dispute arising out of or based upon relating to this Agreement or Agreement, each Party submits to the transactions contemplated hereby may be instituted in jurisdiction of the federal and state courts of the United States or the courts of the State of Delaware, in each case located in the city of Wilmington and County of New CastleYork, State of New York and each party irrevocably submits to the exclusive jurisdiction of such courts in agrees that any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein litigation relating thereto shall be effective brought only in such courts. Each Party consents to service of process for any suit, action or other proceeding brought by certified mail at its address listed in Schedule 1 hereto. 8 (g) Counterpart Execution. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but all of which, together, constitute one and the same instrument. Transmission by facsimile or electronic mail of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such courtcounterpart. Seller and Buyer irrevocably and unconditionally waive any objection to the laying of venue of any suit(h) WAIVER OF JURY TRIAL. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, action or any proceeding in such courts and irrevocably waives and agrees not to plead or claim in any such court that any such suitTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY ACKNOWLEDGES AND AGREES ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY CONTROVERSY WHICH MAY ARISE UNDER CLAIM OR CAUSE OF ACTION, OR IN ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR THEREBYANY OTHER THEORY). EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE REPRESENTATIVE, AGENT OR ATTORNEY OF ANY THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, AND (B) SUCH ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.6.SECTION. (i)

Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware(a) THIS AGREEMENT SHALL BE GOVERNED, United States of America, without giving effect to the principles of conflicts of law thereofCONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CHOICE OF LAW PROVISIONS THEREOF). (b) Any legal suit, action or proceeding arising out of or based upon relating to this Agreement or the transactions contemplated hereby may be instituted brought in the federal courts of the United States or the courts of the State of DelawareNew York, or, if it has or can acquire jurisdiction, in each case located in the city of Wilmington and County United States District Court for the Southern District of New CastleYork, and each party of the parties irrevocably submits to the exclusive jurisdiction of each such courts court in any such suitproceeding, action waives any objection it may now or proceeding. Service hereafter have to venue or to convenience of processforum, summons, notice or other document by mail to such party’s address set forth herein agrees that all claims in respect of the proceeding shall be effective service of process for any suit, action or other proceeding brought heard and determined only in any such court. Seller and Buyer irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waives court and agrees not to plead bring any proceeding arising out of or claim relating to this Agreement in any such other court. The parties agree that either or both of them may file a copy of this paragraph with any court that as written evidence of the knowing, voluntary and bargained agreement between the parties irrevocably to waive any such suit, action objections to venue or proceeding brought to convenience of forum. Process in any such court has been brought proceeding referred to in an inconvenient forumthe first sentence of this section may be served on any party anywhere in the world. 11.6 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ANY OTHER TRANSACTION DOCUMENTS RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.6.11.7

Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed by THIS INDENTURE AND EACH NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company irrevocably consents and construed in accordance with agrees, for the internal laws benefit of the State Holders from time to time of Delawarethe Notes, United States of Americathat any legal action, without giving effect to the principles of conflicts of law thereof. Any legal suit, action suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or based upon in connection with this Agreement Indenture or the transactions contemplated hereby Notes may be instituted brought in the federal courts of the United States or the courts of the State of Delaware, in each case New York or the courts of the United States located in the city Borough of Wilmington Manhattan, New York City, New York and, until amounts due and County to become due in respect of New Castlethe Notes have been paid, hereby irrevocably consents and each party irrevocably submits to the non-exclusive jurisdiction of each such courts court in personam, generally and unconditionally with respect to any such suitaction, action suit or proceedingproceeding for itself in respect of its properties, assets and revenues. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. Seller and Buyer The Company irrevocably and unconditionally waive waives, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any suitof the aforesaid actions, action suits or any proceeding proceedings arising out of or in such connection with this Indenture or the Notes brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suitaction, action suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ANDThe Company has designated and appointed Xxxxxx, THEREFOREXxxxxx & Xxxxxxxx (New York) LLP, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTNew York, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYNew York as its authorized agent upon which process may be served in any legal suit, action or proceeding arising out of or relating to this Indenture or the Notes which may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, New York, and agrees that service of process upon such agent, and written notice of said service to the Company by the Person serving the same, shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and further designates its domicile, the domicile of New York, New York specified above and any domicile it may have in the future as its domicile to receive any notice hereunder (including service of process). EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT If for any reason Xxxxxx, Xxxxxx & Xxxxxxxx (ANew York) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTEDLLP, EXPRESSLY OR OTHERWISENew York, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTIONNew York (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVERthe Company will promptly appoint a successor agent for this purpose reasonably acceptable to the Trustee, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.6and provide written notice of such appointment to the Trustee in the manner provided herein. The Company agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect as long as any Notes are outstanding.

Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed by and construed in accordance with the internal laws of the State of DelawareTHIS AGREEMENT SHALL BE GOVERNED BY, United States of AmericaAND CONSTRUED IN ACCORDANCE WITH, without giving effect to the principles of conflicts of law thereofTHE LAW OF THE STATE OF NEW YORK (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN). Any legal suitEXCEPT AS SET FORTH IN THE FOLLOWING PARAGRAPH, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of Delaware, in each case located in the city of Wilmington and County of New Castle, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. Seller and Buyer irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waives and agrees not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES DEALINGS OF THE PARTIES HERETO OR ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN OF THEM WITH RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR THEREBYHEREAFTER ARISING, SHALL BE BROUGHT IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE SITTING IN THE BOROUGH OF MANHATTAN (PROVIDED THAT IF NONE OF SUCH COURTS CAN AND WILL EXERCISE SUCH JURISDICTION, SUCH EXCLUSIVITY SHALL NOT APPLY), AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH GUARANTOR AND THE ADMINISTRATIVE AGENT CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY GUARANTOR AND THE ADMINISTRATIVE AGENT IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR OTHER DOCUMENT RELATED HERETO. THE GUARANTORS IRREVOCABLY CONSENT TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING TO THE GUARANTORS AT THE ADDRESS PROVIDED FOR THE BORROWER ON SCHEDULE 10.02 TO THE CREDIT AGREEMENT. NOTHING IN THIS SECTION LIMITS THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY OTHER PARTY HAS REPRESENTEDJURISDICTION (I) FOR PURPOSES OF ENFORCING A JUDGMENT, EXPRESSLY (II) IN CONNECTION WITH EXERCISING REMEDIES AGAINST THE COLLATERAL IN A JURISDICTION IN WHICH SUCH COLLATERAL OR OTHERWISESUCH GUARANTOR IS LOCATED, THAT (III) IN CONNECTION WITH ANY PENDING BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDING IN SUCH OTHER PARTY WOULD NOT SEEK JURISDICTION OR (IV) TO ENFORCE THE FOREGOING WAIVER EXTENT THE COURTS REFERRED TO IN THE EVENT OF A PREVIOUS PARAGRAPH DO NOT HAVE JURISDICTION OVER SUCH LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED ACTION OR PROCEEDING OR THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.6PARTIES OR PROPERTY SUBJECT HERETO.

Governing Law; Jurisdiction; Service of Process. This Agreement shall will be governed by and construed in accordance with under the internal laws of the State of Delaware without regard to conflicts of laws principles that would require the application of any other Law. The parties hereto hereby declare that it is their intention that this Agreement will be regarded as made under the laws of the State of Delaware and that the laws of the State of Delaware will be applied in interpreting its provisions in all cases where legal interpretation will be required. Each of the parties hereto agrees (a) that this Agreement involves at least $100,000.00. Each of the parties hereto hereby irrevocably and unconditionally agrees to be subject to the jurisdiction of the District Court for the Northern District of Illinois, provided, however, if any action is brought or heard in a court other than the District Court for the Northern District of Illinois, the action shall be immediately transferred to the Chancery Court for the State of Delaware. (1) To the extent such party is not otherwise subject to service of process in the States of Delaware and Illinois, to appoint and maintain an agent in the States of Delaware and Illinois as such party’s agent for acceptance of legal process and (2) that, to the fullest extent permitted by Law, service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of Americavalid service, without giving effect and that service made pursuant to (1) or (2) above will, to the principles fullest extent permitted by Law, have the same legal force and effect as if served upon such party personally within the State of conflicts Delaware or the State of law thereofIllinois, as applicable. Any legal suit, action or proceeding Proceeding arising out of or based upon relating to this Agreement or the transactions contemplated hereby may must be instituted brought in the federal courts of the United States District Court for the Northern District of Illinois or the courts of the State of Delaware, in each case located in the city of Wilmington and County of New Castle, Castle and each party of the parties irrevocably submits to the exclusive jurisdiction of each such courts court in any such suitProceeding, action waives any objection it may now or proceeding. Service hereafter have to venue or to convenience of processforum, summons, notice or other document by mail to such party’s address set forth herein shall agrees that all claims in respect of the Proceeding will be effective service of process for any suit, action or other proceeding brought heard and determined only in any such court. Seller and Buyer irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waives court and agrees not to plead bring any Proceeding arising out of or claim relating to this Agreement in any such other court. Any party may file a copy of this paragraph with any court that as written evidence of the knowing, voluntary and bargained agreement amongst the parties irrevocably to waive any such suit, action objections to venue or proceeding brought in any such court has been brought in an inconvenient to convenience of forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES ANDIn connection with any Proceeding arising out of or relating to this Agreement, THEREFOREthe non-prevailing party will pay all of the fees, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENTcosts and expenses, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.6including without limitation the reasonable attorneys’ fees and costs of investigation of the prevailing party.

Governing Law; Jurisdiction; Service of Process. VENUE This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, United States of America, New York without giving effect to the principles of conflicts its choice of law thereofprovisions (other than Section 5-1401 of the New York General Obligation Law). Any legal suitjudicial proceeding brought by or against Borrower with respect to any of the Obligations, this Agreement or any related agreement may be brought in any federal or state court of competent jurisdiction located in the State of New York, and, by execution and delivery of this Agreement, Borrower accepts for itself and in connection with its properties generally and unconditionally the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement or any of the Loan Documents or any such other agreement. Borrower hereby waives personal service of process and agrees that service of process upon it may be made by certified or registered mail, return receipt requested, at its address specified or determined in accordance with SECTION 12.6 hereof, and service so made shall be deemed 36 APS - TERM LOAN EXECUTION COPY completed on the third (3rd) Business Day after mailing. Nothing herein shall affect the right to serve process in any manner permitted by law or shall limit the right of Lender to bring proceedings against Borrower in the courts of any other jurisdiction having jurisdiction over Borrower. Borrower waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or proceeding arising out of venue or based upon this Agreement FORUM NON CONVENIENS. Any judicial proceedings by Borrower against Lender involving, directly or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of Delawareindirectly, in each case located in the city of Wilmington and County of New Castle, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. Seller and Buyer irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waives and agrees not to plead matter or claim in any such way arising out of, related to or connected with this Agreement or any of the other Loan Documents, shall be brought only in a federal or state court located in the State of New York. Each party hereto acknowledges that any such suitboth parties participated in the negotiation and drafting of this Agreement and that, action accordingly, neither party shall move or proceeding brought in any such petition a court has been brought in an inconvenient forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.6construing this Agreement to construe it more stringently against one party than against the other.

Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed by and construed in accordance with the internal laws of the State of DelawareTHIS AGREEMENT SHALL BE GOVERNED BY, United States of AmericaAND CONSTRUED IN ACCORDANCE WITH, without giving effect to the principles of conflicts of law thereofTHE LAW OF THE STATE OF NEW YORK (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN). Any legal suitEXCEPT AS SET FORTH IN THE FOLLOWING PARAGRAPH, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of Delaware, in each case located in the city of Wilmington and County of New Castle, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. Seller and Buyer irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waives and agrees not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES DEALINGS OF THE PARTIES HERETO OR ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN OF THEM WITH RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR THEREBYHEREAFTER ARISING, SHALL BE BROUGHT IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE SITTING IN THE XXXXXXX XX XXXXXXXXX (PROVIDED THAT IF NONE OF SUCH COURTS CAN AND WILL EXERCISE SUCH JURISDICTION, SUCH EXCLUSIVITY SHALL NOT APPLY), AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH GUARANTOR AND THE ADMINISTRATIVE AGENT CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PARTY GUARANTOR AND THE ADMINISTRATIVE AGENT IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR OTHER DOCUMENT RELATED HERETO. THE GUARANTORS IRREVOCABLY CONSENT TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING TO THE GUARANTORS AT THE ADDRESS PROVIDED FOR THE BORROWER ON SCHEDULE 10.02 TO THE CREDIT AGREEMENT. NOTHING IN THIS SECTION LIMITS THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY OTHER PARTY HAS REPRESENTEDJURISDICTION (I) FOR PURPOSES OF ENFORCING A JUDGMENT, EXPRESSLY (II) IN CONNECTION WITH EXERCISING REMEDIES AGAINST THE COLLATERAL IN A JURISDICTION IN WHICH SUCH COLLATERAL OR OTHERWISESUCH GUARANTOR IS LOCATED, THAT (III) IN CONNECTION WITH ANY PENDING BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDING IN SUCH OTHER PARTY WOULD NOT SEEK JURISDICTION OR (IV) TO ENFORCE THE FOREGOING WAIVER EXTENT THE COURTS REFERRED TO IN THE EVENT OF A PREVIOUS PARAGRAPH DO NOT HAVE JURISDICTION OVER SUCH LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED ACTION OR PROCEEDING OR THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.6PARTIES OR PROPERTY SUBJECT HERETO.

Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed by and construed in accordance with the internal laws of the State of DelawareUNLESS OTHERWISE EXPRESSLY INDICATED, United States of AmericaTHIS AGREEMENT AND ALL DOCUMENTS REQUIRED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA, without giving effect to the principles of conflicts of law thereof. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of Delaware, in each case located in the city of Wilmington and County of New Castle, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. Seller and Buyer irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waives and agrees not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forumEXCLUDING SUCH LAWS THAT DIRECT THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. EACH PARTY ACKNOWLEDGES SELLER AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY PURCHASER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE JUDICIAL DISTRICT FOR PALM BEACH COUNTY, STATE OF FLORIDA OR FEDERAL COURT OF THE UNITED STATES LOCATED IN THE SOUTHERN DISTRICT OF FLORIDA, AND ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY APPELLATE COURT FROM ANY THEREOF, IN RESPECT OF ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT AND EACH SELLER IRREVOCABLY WAIVES TO THE OTHER TRANSACTION DOCUMENTS FULLEST EXTENT PERMITTED BY LAW THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYPROCEEDING. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE BROUGHT, HEARD AND DETERMINED IN SUCH FLORIDA STATE COURT, OR TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH OF THE PARTIES HERETO AGREES THAT SERVICE OF NOTICE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS IF MADE PURSUANT TO SECTION 13.11 OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT SHALL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF TO SERVE PROCESS IN ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.6MANNER PERMITTED BY LAW.

Governing Law; Jurisdiction; Service of Process. This (a) THIS AGREEMENT, THE OTHER FINANCING DOCUMENTS AND ANY OTHER AGREEMENT OR DOCUMENTS RELATING THERETO AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAW OF A DIFFERENT JURISDICTION. Each Obligor agrees that the execution of this Agreement and the other Financing Documents, and the rights and obligations of the parties hereunder and thereunder shall be governed by deemed to have a New York situs and construed in accordance with each Obligor shall be subject to the internal laws personal jurisdiction of the courts of The State of DelawareNew York with respect to any action the Administrative Agent, its successors or assigns, may commence hereunder or thereunder. Accordingly, each Obligor hereby unconditionally and irrevocably submits, for itself and its property, to the jurisdiction of the Supreme Court of the Xxxxx xx Xxx Xxxx sitting in New York County and of the United States District Court of Americathe Southern District of New York, without giving effect to the principles of conflicts of law and any appellate court from any thereof. Any legal suit, in any action or proceeding arising out of or based upon relating to this Agreement and the other Financing Documents, the Loans and/or any agreement, instrument or document executed or delivered in connection with this Agreement and the transactions contemplated other Financing Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be instituted heard and determined in such New York State or, to the federal courts extent permitted by law, in such Federal court. Each of the United States parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, any Lender or any L/C Issuer may otherwise have to bring any action or proceeding relating to this Agreement against any Loan Party or its properties in the courts of the State of Delaware, in each case located in the city of Wilmington and County of New Castle, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. Seller and Buyer irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waives and agrees not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.6jurisdiction.

Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed by THIS AGREEMENT AND ALL TRANSACTIONS IT CONTEMPLATES, INCLUDING ALL ISSUES CONCERNING THE VALIDITY OF THE AGREEMENT AND ANY TRANSACTIONS IT CONTEMPLATES, THE CONSTRUCTION OF ITS TERMS, AND THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF US, YOU AND PRINCIPAL(S) (EACH, A "PARTY" AND COLLECTIVELY, THE "PARTIES"), SHALL BE GOVERNED BY AND ENFORCED IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF UTAH, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD REQUIRE THE APPLICATION OF ANY OTHER LAW. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT IS MADE AND PERFORMED IN THE STATE OF UTAH. You and construed Principal(s) further irrevocably and unconditionally consent and submit to the jurisdiction of any state or federal court located in accordance with the internal laws of the State of Delaware, United States of America, without giving effect Utah to the principles of conflicts of law thereof. Any legal resolve any suit, action action, controversy, or proceeding of any kind (whether in contract, tort, statute, equity or otherwise) between or among the Parties, arising out of of, related to, in connection with, or based upon incident to this Agreement or any of the transactions contemplated it contemplates. You and Principal(s) hereby may be instituted in the federal courts agree that any of the United States or the above-named courts of the State of Delaware, in each case located in the city of Wilmington and County of New Castle, and each party irrevocably submits to the exclusive jurisdiction of such courts in shall be a convenient forum for any such suit, action action, controversy, or proceedingproceeding of any kind between or among the Parties, arising out of, related to, in connection with, or incident to this Agreement or any of the transactions it contemplates. Service of processYou and Principal(s) waive, summonsto the fullest extent permitted by law, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. Seller and Buyer irrevocably and unconditionally waive (a) any objection that you or Principal(s) may now or later have to the laying of venue of any suit, action action, controversy, or proceeding arising out of, relating to, in connection with, or incident to this Agreement or any proceeding of the transactions it contemplates in such courts and irrevocably waives and agrees not any of the above-named courts, (b) any objection to plead or claim personal jurisdiction applying in any such court court, and (c) any claim that any such suit, action action, controversy or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY ACKNOWLEDGES You and Principal(s) agree that service of process in any such suit, action, controversy, or proceeding may be served on any of them by mailing or delivering a copy of the process to any of the addresses set forth in this Agreement or any other address You or Principal(s) has provided to us. Nothing set forth in this section affects the right to serve process in any other manner permitted by law. You and Principal(s) understand and agree that: (i) we are located in the State of Utah; (ii) we make all credit decisions from our office in Utah; (iii) the loan hereunder is made in Utah (that is, no binding contract will be formed until we receive and accept your signed Agreement in Utah); and (iv) your payments are not accepted until we receive them in Utah. SUBJECT TO SECTION 16, YOU AND AGREES SIGNING PRINCIPAL(S) FURTHER AGREE THAT ANY SUIT, ACTION CONTROVERSY WHICH MAY ARISE UNDER OR PROCEEDING BY YOU IN CONNECTION WITH THIS AGREEMENT MUST BE BROUGHT ONLY IN A STATE OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER FEDERAL COURT LOCATED IN THE EVENT STATE OF A LEGAL ACTION, UTAH AND WITHIN ONE (B1) SUCH PARTY HAS CONSIDERED YEAR AFTER EXPIRATION OR TERMINATION OF THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.6AGREEMENT.

Governing Law; Jurisdiction; Service of Process. This Agreement shall be governed by and construed in accordance with the internal laws of the State of DelawareTHIS AGREEMENT, United States of AmericaAND ANY AND ALL DISPUTES ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, without giving effect to the principles of conflicts of law thereofWHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. Any legal suit, action or proceeding arising out of or based upon relating in any way to this Agreement Agreement, or to enforce any of the transactions contemplated hereby may terms of this Agreement, shall (i) be instituted brought, heard and determined exclusively in the federal courts Court of the United States or the courts Chancery of the State of DelawareDelaware (the “Delaware Chancery Court”) (provided that, in each case located the event that subject matter jurisdiction is unavailable in the city Delaware Chancery Court, then any such action or proceeding shall be brought, heard and determined exclusively in any other state or federal court sitting in Wilmington, Delaware) and (ii) shall not be litigated or otherwise pursued in any forum or venue other than the Delaware Chancery Court (or, if subject matter jurisdiction is unavailable in the Delaware Chancery Court, then in any forum or venue other than any other state or federal court sitting in Wilmington, Delaware). Each of Wilmington the Parties hereby (1) irrevocably and County of New Castle, and each party irrevocably submits unconditionally consents to submit to the exclusive personal jurisdiction of the Delaware Chancery Court for such courts in any litigation (but not other litigation); (2) consents to service of process by registered mail upon such suit, action or proceeding. Service of process, summons, notice or other document by mail to party and/or such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. Seller and Buyer irrevocably and unconditionally waive registered agent; (3) waives any objection to the laying of venue of any suit, action or any proceeding such litigation in such courts and irrevocably waives the Delaware Chancery Court and agrees not to plead or claim that such litigation brought therein has been brought in any inconvenient forum; and (4) waives any bond, surety or other security that might be required of any other party with respect to any such court that action or proceeding, including any appeal thereof. Process in any such suit, action or proceeding brought may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court has been brought court. Without limiting the foregoing, each party agrees that service of process on such party as provided in an inconvenient forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.6Section 7 shall be deemed effective service of process on such party.