Common use of Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury Clause in Contracts

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in the United States District Court for the Southern District of Iowa or any Iowa state court (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, NEW YORK WITHOUT REGARD TO THE LAWS PRINCIPLES OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWALAW. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this AgreementAgreement and the Ancillary Agreements, exclusively in (a) the Bankruptcy Court so long as the Reorganization Case remains open and (b) after the completion of the Reorganization Case or in the event that the Bankruptcy Court determines that it does not have jurisdiction, the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in New York City (together with the Bankruptcy Court, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 9.1. Seller irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and Seller stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYAgreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO NEW YORK (REGARDLESS OF THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF THE CONFLICTS OF LAWS PRINCIPLES THEREOF) AS TO ALL MATTERS, INCLUDING MATTERS OF THE STATE OF IOWAVALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDIES; provided, however, that the enforcement of this Agreement with respect to a particular Site as to matters relating to real property and matters mandatorily governed by local Law, shall be governed by and construed in accordance with the laws of the state in which the Site in question is located. Each party hereto Party agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in the Borough of Manhattan, City of New York and appellate courts having jurisdiction of appeals from any of the foregoing (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement, (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party Party hereto and (ivd) agrees that service of process upon such party Party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 32(e) of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYEach Party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWAThis Agreement, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWAand all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution, termination, performance or nonperformance of this Agreement, shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such State, without regard to any conflict of laws principles thereof. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim based upon, arising out of of, or related to this Agreement agreement, any provision hereof or any of the transactions contained in or contemplated by this Agreementhereby, exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in the Borough of Manhattan of New York City (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Courts and (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto. Each party hereto and (iv) agrees that service of process upon such party a judgment in any such action dispute may be enforced in other jurisdictions by suit on the judgment or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreementany other manner provided by law. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, MATTER OR PROCEEDING BASED UPON, ARISING OUT OF OF, OR RELATING RELATED TO THIS AGREEMENT AGREEMENT, ANY PROVISION HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA(a) This Agreement shall be governed by, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. Each party hereto agrees that it shall bring any action and construed in accordance with, the laws of the State of Delaware, without regard to the conflict of laws rules thereof. (b) Except as otherwise set forth in the Exchange and Redemption Agreement, all actions, suits or proceeding in respect of any claim proceedings arising out of or related relating to this Agreement or the transactions contained in or contemplated by this Agreement, shall be heard and determined exclusively in the United States District Court for of Chancery in the Southern District State of Iowa Delaware, or, if such court does not have jurisdiction over such action, suit or proceeding, such action, suit or proceeding shall be heard and determined exclusively in any Iowa state or federal court (of competent jurisdiction in Delaware. Consistent with the “Chosen Courts”)preceding sentence, each of Assignee and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Assignor hereby (i) irrevocably submits to the exclusive jurisdiction of the Chosen CourtsCourt of Chancery in the State of Delaware, or, if such court shall not have jurisdiction, any state or federal court sitting in the State of Delaware (and the appropriate appellate courts therefrom) for the purpose of any action, suit or proceeding arising out of or relating to this Agreement, (ii) waives any objection irrevocably waives, and agrees not to laying venue assert by way of motion, defense or otherwise, in any such action action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action, suit or proceeding is brought in the Chosen Courtsan inconvenient forum, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service venue of process upon such party in any such action the action, suit or proceeding shall is improper, or that this Agreement may not be effective if notice is given enforced in accordance with Section 9.1 or by any of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.the above-named courts and

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA(a) This Agreement shall be governed by, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. Each party hereto agrees that it shall bring any action and construed in accordance with, the laws of the State of Delaware, without regard to the conflict of laws rules thereof. (b) Except as otherwise set forth in the Exchange and Redemption Agreement, all actions, suits or proceeding in respect of any claim proceedings arising out of or related relating to this Agreement or the transactions contained in or contemplated by this Agreement, shall be heard and determined exclusively in the United States District Court for of Chancery in the Southern District State of Iowa Delaware, or, if such court does not have jurisdiction over such action, suit or proceeding, such action, suit or proceeding shall be heard and determined exclusively in any Iowa state or federal court (of competent jurisdiction in Delaware. Consistent with the “Chosen Courts”)preceding sentence, each of Assignee and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Assignor hereby (i) irrevocably submits to the exclusive jurisdiction of the Chosen CourtsCourt of Chancery in the State of Delaware, or, if such court shall not have jurisdiction, any state or federal court sitting in the State of Delaware (and the appropriate appellate courts therefrom) for the purpose of any action, suit or proceeding arising out of or relating to this Agreement, (ii) waives any objection irrevocably waives, and agrees not to laying venue assert by way of motion, defense or otherwise, in any such action action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper, or that this Agreement may not be enforced in or by any of the above-named courts and (iii) irrevocably consents to and grants any such court exclusive jurisdiction over the person of such parties and over the subject matter of such action, suit or proceeding and agrees that mailing of process or other papers in connection with any such action, suit or proceeding in the Chosen Courts, (iii) waives any objection that manner provided in Section 8.1 of the Chosen Courts are an inconvenient forum Exchange and Redemption Agreement or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon in such party in any such action or proceeding other manner as may be permitted by applicable law shall be effective if notice is given in accordance with Section 9.1 of this Agreement. valid and sufficient service thereof. (c) EACH PARTY HERETO OF ASSIGNOR AND ASSIGNEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH OF ASSIGNOR AND ASSIGNEE HEREBY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR RELATING ATTORNEY OF THE OTHERS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR BY, AMONG OTHER THINGS, THE TRANSACTIONS CONTEMPLATED HEREBYMUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 4(C).

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWAThis Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law thereof. Each party hereto agrees that it shall bring any action action, suit, demand or proceeding (including counterclaims) in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreementhereby, exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa state court New York State court, in each case, sitting in New York County (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement contemplated hereby (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action action, suit, demand or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto Party and (iv) agrees that service of process upon such party in any such action action, suit, demand or proceeding shall be effective if notice is given in accordance with Section 9.1 14(a). Each party irrevocably waives any and all right to trial by jury in any action, suit, demand or proceeding (including counterclaims) arising out of or related to this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYAgreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWADELAWARE, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWADELAWARE. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in the United States District Court for the Southern District of Iowa or any Iowa state court (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 10.2 of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO NEW YORK (REGARDLESS OF THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF THE CONFLICTS OF LAWS PRINCIPLES THEREOF) AS TO ALL MATTERS, INCLUDING MATTERS OF THE STATE OF IOWAVALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDIES; provided, however, that the enforcement of this Agreement with respect to a particular Site as to matters relating to real property and matters mandatorily governed by local Law, shall be governed by and construed in accordance with the laws of the state in which the Site in question is located. Each party hereto Party agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in the Borough of Manhattan, City of New York and appellate courts having jurisdiction of appeals from any of the foregoing (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement, (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party Party hereto and (ivd) agrees that service of process upon such party Party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 37(e) of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYEach Party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWANEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CHOICE OF LAWS PRINCIPLES OF THE STATE OF IOWATHEREOF. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, Agreement exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in New York City (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Courts and (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto. Each party hereto irrevocably waives any and (iv) agrees that service of process upon such party all right to trial by jury in any such action legal proceeding arising out of or proceeding relating to this Agreement or the transactions contemplated hereby. The terms and conditions set forth in this Section shall be effective if notice is given in accordance with Section 9.1 survive any termination of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, NEW YORK WITHOUT REGARD TO THE LAWS PRINCIPLES OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWALAW. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in (i) the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) so long as the jointly administered case of Seller and certain Affiliates as debtor and debtors in possession pending under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court (the “Reorganization Case”) remains open and (ii) after the completion of the Reorganization Case or in the event that the Bankruptcy Court determines that it does not have jurisdiction, the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in New York City (together with the Bankruptcy Court, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 7.1 of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYSeller hereto irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and Seller stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWAExcept for the mechanics of the Merger that shall be governed and construed in accordance with the Commonwealth Law, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWAthis Agreement shall be governed and construed in accordance with the Laws of Delaware, in each case without regard to any conflict of law rules of the Commonwealth or Delaware, as the case may be, that would apply the laws of a different jurisdiction. Each party hereto Party agrees that it shall bring any action or proceeding Legal Proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in Transactions or contemplated by this Agreementinvolving any Released Related Party or any Released Related Party of a Released Related Party, exclusively in any federal court located in the United States District Court for the Southern District State of Iowa Delaware or any Iowa Delaware state court (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject Transactions or involving any Released Related Party or any Released Related Party of this Agreement a Released Related Party (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding Legal Proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto Party or Released Related Party or any Released Related Party of a Released Related Party and (iv) agrees that service of process upon such party Party in any such action or proceeding Legal Proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreement9.2. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT LITIGATION PERMITTED UNDER THIS SECTION 9.11. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR RELATING OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR BY, AMONG OTHER THINGS, THE TRANSACTIONS CONTEMPLATED HEREBYMUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, NEW YORK WITHOUT REGARD TO THE LAWS PRINCIPLES OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWALAW. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in (i) the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) so long as the jointly administered case of Seller and certain Affiliates as debtor and debtors in possession pending under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court (the “Reorganization Case”) remains open and (ii) after the completion of the Reorganization Case or in the event that the Bankruptcy Court determines that it does not have jurisdiction, the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in New York City (together with the Bankruptcy Court, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 7.1 of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYSeller hereby irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and Seller stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWANEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CHOICE OF LAWS PRINCIPLES OF THE STATE OF IOWATHEREOF. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, Agreement exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in New York City (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Courts and (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto. Each party hereto irrevocably waives any and (iv) agrees that service of process upon such party all right to trial by jury in any such action legal proceeding arising out of or proceeding shall be effective if notice is given in accordance with Section 9.1 of relating to this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYAgreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO NEW YORK (REGARDLESS OF THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF THE CONFLICTS OF LAWS PRINCIPLES THEREOF) AS TO ALL MATTERS, INCLUDING MATTERS OF THE STATE OF IOWAVALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDIES; provided, however, that the enforcement of this Agreement with respect to a particular Site as to matters relating to real property and matters mandatorily governed by local Law, shall be governed by and construed in accordance with the laws of the state in which the Site in question is located. Each party hereto Party agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in the Borough of Manhattan, City of New York and appellate courts having jurisdiction of appeals from any of the foregoing (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement, (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, and (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party Party hereto. Each Party hereto irrevocably waives any and (iv) agrees that service of process upon such party all right to trial by jury in any such action legal proceeding arising out of or proceeding shall be effective if notice is given in accordance with Section 9.1 of relating to this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYAgreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWAThis letter agreement and all disputes or controversies arising out of or relating to this letter agreement or the transactions contemplated hereby shall be interpreted, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWAconstrued and governed by and in accordance with, the Laws of the State of New York, without regard to the conflicts of laws principles thereof. Each party of the parties hereto irrevocably agrees that it shall bring any action or proceeding (“Action”) with respect to this letter agreement and the rights and obligations arising hereunder, or for the recognition and enforcement of any judgment in respect of any claim arising out of or related to this Agreement letter agreement or the transactions contained in rights and obligations hereunder brought by the other party hereto or contemplated by this Agreement, exclusively his or its respective successors or assigns shall be brought and determined in the United States District federal courts located in the Borough of Manhattan, in the City of New York or the New York State Supreme Court Commercial Division in and for New York County, New York. Each of the Southern District parties hereto agrees that mailing of Iowa process or any Iowa state court (the “Chosen Courts”), and solely other papers in connection with claims arising under any Action in the manner provided in Section 12 or in such other manners as may be permitted by applicable laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for himself or itself and in respect of his or its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement letter agreement or any of the transactions contemplated herein in any court or tribunal other than the aforesaid courts. Each of the parties hereto irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this letter agreement or the transactions that are the subject rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement letter agreement or the rights and obligations arising hereunder (i) irrevocably submits any claim that it is not personally subject to the exclusive jurisdiction of aforesaid courts for any reason other than the Chosen Courtsfailure to serve process in accordance with Section 12, (ii) waives any objection to laying venue in claim that his or it or his or its property is exempt or immune from jurisdiction of any such action court or proceeding from any legal process commenced in the Chosen Courtssuch courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) waives to the fullest extent permitted by applicable Law, any objection claim that (x) the Chosen Courts are Action in such court is brought in an inconvenient forum forum, (y) the venue of such Action is improper or do (z) this letter agreement, or the subject matter hereof, may not have jurisdiction over any party hereto and (iv) agrees that service of process upon be enforced in or by such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreementcourts. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER OR RELATE TO THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ACTION ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYIT CONTEMPLATES. EACH PARTY HERETO 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 AN ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATION 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 6.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO NEW YORK (REGARDLESS OF THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF THE CONFLICTS OF LAWS PRINCIPLES THEREOF) AS TO ALL MATTERS, INCLUDING MATTERS OF THE STATE OF IOWAVALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDIES; provided, however, that the enforcement of this Agreement with respect to a particular Site as to matters relating to real property and matters mandatorily governed by local Law, shall be governed by and construed in accordance with the laws of the state in which the Site in question is located. Each party hereto Party agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, Agreement exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in the Borough of Manhattan, City of New York and appellate courts having jurisdiction of appeals from any of the foregoing (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement, (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, and (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party Party hereto. Each Party hereto irrevocably waives any and (iv) agrees that service of process upon such party all right to trial by jury in any such action legal proceeding arising out of or proceeding shall be effective if notice is given in accordance with Section 9.1 of relating to this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYAgreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWAExcept for the mechanics of the Merger that shall be governed and construed in accordance with the Commonwealth Law, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWAthis Agreement shall be governed and construed in accordance with the laws of Delaware, in each case without regard to any conflict of law rules of the Commonwealth or Delaware, as the case may be, that would apply the laws of a different jurisdiction. Each party hereto Party agrees that it shall bring any action or proceeding Legal Proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in Transactions or contemplated by this Agreementinvolving any Related Released Party or any Related Released Party of a Related Released Party, exclusively in any federal court located in the United States District Court for the Southern District State of Iowa Delaware or any Iowa Delaware state court (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject Transactions or involving any Related Released Party or any Related Released Party of this Agreement a Related Released Party (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding Legal Proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto Party or Related Released Party or any Related Released Party of a Related Released Party and (iv) agrees that service of process upon such party Party in any such action or proceeding Legal Proceeding shall be effective if notice is given in accordance with Section 9.1 9.2 of this the Merger Agreement. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT LITIGATION PERMITTED UNDER THIS SECTION 14. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR RELATING OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR BY, AMONG OTHER THINGS, THE TRANSACTIONS CONTEMPLATED HEREBYMUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWANEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CONFLICT OF LAWS PRINCIPLES OF THE STATE OF IOWATHEREOF. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in the United States District Court for courts of the Southern District State of Iowa or any Iowa state court (the “Chosen Courts”)New York, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courtscourts of the State of New York, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courtscourts of the State of New York, and (iii) waives any objection that any court of the Chosen Courts are State of New York is an inconvenient forum or do does not have jurisdiction over any party Party hereto. Each Party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. [Each of the Debtors irrevocably appoints [●](iv) its “Process Agent”), as its authorized agents in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such party agent, and written notice of said service to the Debtors by the person serving the same to the address provided in Section 12(l), shall be deemed in every respect effective service of process upon each of the Debtors in any such suit or proceeding. Each of the Debtors further agrees to take any and all action or proceeding shall as may be effective if notice is given necessary to maintain such designation and appointment of such agent in accordance with Section 9.1 full force and effect for a period of [●]years from the date of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYEach of the Debtors hereby grants an irrevocable special power-of-attorney to the Process Agent with full powers to [receive and accept] service of process in any such suit or proceeding on behalf and in the name of each of the Debtors.]

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. Each party hereto agrees (a) This Agreement is governed by and will be construed in accordance with the Laws of the State of Delaware without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that it shall bring any action or proceeding in respect would cause the application of the Laws of any claim jurisdiction other than the State of Delaware. (b) All actions, suits or proceedings arising out of or related relating to this Agreement or the transactions contained in or contemplated by this Agreement, any of the other Transaction Documents or the consummation of the Transactions shall be heard and determined exclusively in Chancery Court of the United States District Court for the Southern District State of Iowa Delaware or any Iowa state federal court (sitting in the “Chosen Courts”)State of Delaware. Consistent with the preceding sentence, Seller, Buyer and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Company hereby (i) irrevocably submits submit to the exclusive jurisdiction of the Chosen CourtsChancery Courts and federal courts in Delaware (and of the appropriate appellate courts therefrom) for the purpose of any action, suit or proceeding arising out of or relating to this Agreement, any of the other Transaction Documents or the consummation of the Transactions brought by any of them, (ii) waives any objection irrevocably waive, and agree not to laying venue assert by way of motion, defense or otherwise, in any such action action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper, or that any of the above named courts lack jurisdiction to enforce this Agreement, any of the other Transaction Documents or the Transactions and (iii) irrevocably consent to and grant any such court exclusive jurisdiction over the person of such parties and over the subject matter of such action, suit or proceeding and agree that mailing of process or other papers in connection with any such action, suit or proceeding in the Chosen Courtsmanner provided in Section 10.1. (c) SELLER, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreement. THE COMPANY AND BUYER EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY OF OR RELATING TO THIS AGREEMENT THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS. SELLER, THE COMPANY AND BUYER EACH HEREBY ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, ANY OF THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 10.7(c).

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA(a) This Agreement shall be governed by and construed in accordance with the substantive Laws of the State of Delaware, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. Each party hereto agrees that it shall bring any action without regard to the conflict of laws rules thereof. (b) Except as otherwise set forth in this Agreement, all actions, suits or proceeding in respect of any claim proceedings arising out of or related relating to this Agreement or the transactions contained in or contemplated by this Agreement, any of the other Transaction Documents or the consummation of the Transactions shall be heard and determined exclusively in the United States District Court for of Chancery in the Southern District State of Iowa Delaware, or, if such court does not have jurisdiction over such action, suit or proceeding, such action, suit or proceeding shall be heard and determined exclusively in any Iowa state or federal court (of competent jurisdiction in Delaware. Consistent with the “Chosen Courts”)preceding sentence, each of SE Corp and solely in connection with claims arising under this Agreement or the transactions that are the subject SEP hereby, on behalf of this Agreement itself and its Affiliates from time to time, (i) irrevocably submits to the exclusive jurisdiction of the Chosen CourtsCourt of Chancery in the State of Delaware, or, if such court shall not have jurisdiction, any state or federal court sitting in the State of Delaware (and the appropriate appellate courts therefrom) for the purpose of any action, suit or proceeding arising out of or relating to this Agreement any of the other Transaction Documents or the consummation of the Transactions brought by any of them, (ii) waives any objection irrevocably waives, and agrees not to laying venue assert by way of motion, defense or otherwise, in any such action action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper, or that this Agreement, any of the other Transaction Documents or the Transactions may not be enforced in or by any of the above-named courts and (iii) irrevocably consents to and grants any such court exclusive jurisdiction over the person of such parties and over the subject matter of such action, suit or proceeding and agrees that mailing of process or other papers in connection with any such action, suit or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum manner provided in Section 8.1 or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon in such party in any such action or proceeding other manner as may be permitted by applicable Law shall be effective if notice is given in accordance with Section 9.1 of this Agreementvalid and sufficient service thereof. (c) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS. EACH PARTY HERETO IRREVOCABLY WAIVES HEREBY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHERS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND ALL RIGHT (II) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO TRIAL BY JURY IN ENTER INTO THIS AGREEMENT, ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 8.7(C).

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, DELAWARE WITHOUT REGARD TO THE LAWS PRINCIPLES OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWALAW. Each party hereto agrees that it shall bring any Any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreementhereby against any Party hereto shall be brought in the Chancery Court of the State of Delaware, exclusively in any other state court of the State of Delaware or the United States District Court for the Southern District of Iowa or any Iowa state court Delaware (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement, each Party: (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party Party hereto and (iv) agrees that service of process upon such party Party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 8.1 of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYEach Party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL (a) THIS RPSA IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWANEW YORK, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CONFLICT OF LAWS PRINCIPLES OF THE STATE OF IOWA. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim THEREOF. (b) All actions and claims arising out of or related relating to this Agreement or the transactions contained RPSA shall be heard and determined in or contemplated by this Agreement, exclusively any New York federal court sitting in the United States District Court for the Southern District Borough of Iowa Manhattan of The City of New York or in any Iowa New York state court sitting in the Borough of Manhattan of The City of New York (and of the appropriate appellate courts therefrom) (the “Chosen Courts”). Consistent with the preceding sentence, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Parties hereby (ia) irrevocably submits submit to the exclusive jurisdiction of the Chosen Courts, (iib) waives waive any objection to laying of venue in any such action or proceeding in the Chosen Courts, and (iiic) waives waive any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto Party; provided, however, that each of the Parties hereby agrees that, for the duration of any Chapter 11 Cases, the Bankruptcy Court shall have exclusive jurisdiction of all matters arising out of or in connection with, and (iv) agrees that service the Bankruptcy Code shall govern, the Plan. The foregoing shall not limit the rights of process upon such party any Party to introduce this Agreement in any court in any jurisdiction in order to defend against a cause of action that has been brought against it or any of its affiliates or representatives in such action or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreement. court. (c) EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT RPSA OR THE TRANSACTIONS CONTEMPLATED HEREBY. (d) The Companies appoint CT Corporation System (the “New York Process Agent”), with an office on the RPSA Effective Date at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its agent to receive on behalf of itself and its property, service of copies of all writs, claims, process, complaint, summonses and any other process that may be served in any legal or other proceeding with respect to matters arising out of, based upon or in connection with this RPSA or the transactions contemplated hereby, and agrees to promptly appoint a successor New York Process Agent in the City of New York (which appointment the successor New York Process Agent shall accept in writing prior to the termination for any reason of the appointment of the initial New York Process Agent). In any such legal or other proceeding, such service may be made on the Companies by delivering a copy of such process to it in care of the appropriate New York Process Agent at such New York Process Agent’s address. Nothing in this RPSA shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWAILLINOIS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CONFLICT OF LAWS PRINCIPLES OF THE STATE OF IOWATHEREOF. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively to the extent permitted by law, in either the United States District Court for the Southern District of Iowa or any Iowa state court New York (the “Chosen CourtsCourt”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement: (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, Court; (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Court; and (iiic) waives any objection that the Chosen Courts Court are an inconvenient forum or do not have jurisdiction over any party Party hereto; provided, however, that, following the Petition Date, then the Bankruptcy Court shall be the sole Chosen Court. Each Party hereto irrevocably waives any and (iv) agrees that service of process upon such party all right to trial by jury in any such action legal proceeding arising out of or proceeding shall be effective if notice is given in accordance with Section 9.1 of relating to this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYAgreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE NEW YORK (INCLUDING SECTION 5-1401 OF THE CONFLICTS NEW YORK GENERAL OBLIGATIONS LAW) AS TO ALL MATTERS, INCLUDING MATTERS OF LAWS PRINCIPLES OF THE STATE OF IOWAVALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDIES. Each party hereto Party agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, Agreement (including any action or proceeding against any Debt Financing Source arising out of or relating to this Agreement or the transactions contemplated hereby) exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in the Borough of Manhattan, City of New York and appellate courts having jurisdiction of appeals from any of the foregoing (the “Chosen Courts”), and and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement, (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party Party hereto and (ivd) agrees that service of process upon such party Party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 13.5 of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYEach Party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (including any legal proceeding against any Debt Financing Source arising out of or relating to this Agreement or the transactions contemplated hereby). (b) For the avoidance of doubt, the provisions of Sections 4.5 and 4.6 of this Agreement are intended to supersede the application to this Agreement of Section 5-1311 of the New York General Obligations Law and any similar provision of Law in any other jurisdiction that establishes a default rule for the allocation of risk of loss following a casualty or condemnation.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, NEW YORK WITHOUT REGARD TO THE ANY CONFLICT-OF-LAWS OF ANY RULE OR PRINCIPLE THEREOF (OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWATHAN NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402). Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of of, or related to to, this Agreement or the transactions contained in or contemplated by this AgreementTransaction, exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in the Borough of Manhattan, of the City of New York (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Transaction (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto hereto, and (ivd) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 8.4. Each party hereto irrevocably designates C.T. Corporation as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and each party hereto stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of, or relating to, this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYAgreement or the Transaction.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT SUCH PRINCIPLES WOULD PERMIT OR REQUIRE THE APPLICATION OF LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWAANOTHER JURISDICTION. Each party Party hereto agrees that it shall bring any action or proceeding Proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this AgreementAgreement and the Related Agreements, exclusively in the United States District Court for the Southern District of Iowa New York (or any Iowa state if subject matter jurisdiction before the federal court does not exist, then before the New York State Supreme Court for the Borough of Manhattan, in New York, New York) (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Related Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding Proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party Party hereto and (iv) agrees that service of process upon such party Party in any such action or proceeding Proceeding shall be effective if notice is given in accordance with Section 9.1 10.4 of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY Each Party hereto irrevocably CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYEXCHANGE COMMISSION. designates C.T. Corporation as its agent and attorney in fact for the acceptance of service of process and making an appearance on its behalf in any such claim or Proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chose Courts and each Party hereto stipulates that such consent and appointment is irrevocable and coupled with an interest. Each Party hereto irrevocably waives any and all right to trial by jury in any legal Proceeding arising out of or relating to this Agreement or the Contemplated Transactions.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWANEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CONFLICT OF LAWS PRINCIPLES OF THE STATE OF IOWATHEREOF. Each party hereto Party agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively to the extent possible, in either the United States District Court for the Southern District of Iowa Nevada, Southern Division or any Iowa state Nevada State court located in Las Vegas, Nevada (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement: (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, ; (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, ; and (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto Party. Each Party irrevocably waives any and (iv) agrees that service of process upon such party all right to trial by jury in any such action legal proceeding arising out of or proceeding relating to this Agreement or the transactions contemplated hereby. Notwithstanding anything contained herein or otherwise, upon the commencement of the Chapter 11 Cases, the Bankruptcy Court shall be effective if notice is given in accordance with Section 9.1 of have exclusive jurisdiction over all proceedings involving this Agreement or claims arising under this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, DELAWARE WITHOUT REGARD TO THE LAWS PRINCIPLES OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWALAW. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this AgreementTransaction, exclusively in the Delaware Court of Chancery or in the event (but only in the event) that such court does not have jurisdiction over such action or proceeding, in the United States District Court for the Southern District of Iowa or any Iowa state court Delaware (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Transaction (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, and (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto. Notwithstanding anything herein to the contrary, each party hereto and (iv) agrees that it will not bring or support 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 the Acquiror’s financing sources and their respective current, former or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers, counsel, general or limited partners or assignees of any of the foregoing in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of their performance of their financing obligations to the Acquiror in connection with the acquisition contemplated by this Agreement, 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). Each party that does not maintain a registered agent in Delaware hereby irrevocably designates Corporation Service Company as its agent and attorney-in-fact for the acceptance of service of process upon such party and making an appearance on its behalf in any such action claim or proceeding shall and for the taking of all such acts as may be effective if notice necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and each party hereto stipulates that such consent and appointment is given irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all right to trial by jury in accordance with Section 9.1 any legal proceeding arising out of or relating to this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYAgreement or the Transaction (including Acquiror’s financing).

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWANEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CONFLICT OF LAWS PRINCIPLES OF THE STATE OF IOWATHEREOF. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively to the extent possible, in the United States District Court for the Southern District of Iowa or any Iowa state court (the “Chosen Courts”)Bankruptcy Court, and and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement, (i) irrevocably submits to the exclusive jurisdiction of the Chosen CourtsBankruptcy Court, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Bankruptcy Court and (iii) waives any objection that the Chosen Courts are Bankruptcy Court is an inconvenient forum or do does not have jurisdiction over any party hereto. Each party hereto irrevocably waives any and (iv) agrees that service of process upon such party all right to trial by jury in any such action legal proceeding arising out of or proceeding shall be effective if notice is given in accordance with Section 9.1 of relating to this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYAgreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWADELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CONFLICT OF LAWS PRINCIPLES OF THE STATE OF IOWATHEREOF. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively to the extent possible, in either the United States District Court for the Southern District of Iowa Delaware or any Iowa state court located in the State of Delaware (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement: (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, ; (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, ; and (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and Party hereto; provided, however, that if the Debtors commence the Chapter 11 Cases, then the Bankruptcy Court (ivor court of proper appellate jurisdiction) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 the exclusive Chosen Court for the duration of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYthe Chapter 11 Cases or as long as the Bankruptcy Court exercises jurisdiction over the Debtors.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWANEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1401 OF THE STATE OF IOWANEW YORK GENERAL OBLIGATIONS LAW). Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in the United States District Court for the Southern District of Iowa or any Iowa state court (the “Chosen Courts”)New York, and solely in connection with claims arising under this Agreement or the transactions that are the subject by execution and delivery of this Agreement (i) Agreement, each of the Parties irrevocably accepts and submits itself to the exclusive jurisdiction of the Chosen Courtssuch court, (ii) waives any objection generally and unconditionally, with respect to laying venue in any such action action, suit, or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreementproceeding. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Notwithstanding the foregoing consent to New York jurisdiction, after the Chapter 11 Cases are commenced, each Party agrees that the Bankruptcy Court shall have exclusive jurisdiction of all matters arising out of or in connection with this Agreement.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWANEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1401 OF THE STATE OF IOWANEW YORK GENERAL OBLIGATIONS LAW). Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in the United States District Court for the Southern District of Iowa or any Iowa state court (the “Chosen Courts”)New York, and solely in connection with claims arising under this Agreement or the transactions that are the subject by execution and delivery of this Agreement (i) Restructuring Support Agreement, each of the Parties irrevocably accepts and submits itself to the exclusive jurisdiction of the Chosen Courtssuch court, (ii) waives any objection generally and unconditionally, with respect to laying venue in any such action action, suit or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreementproceeding. EACH PARTY HERETO HERE IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING RELATED TO THIS RESTRUCTURING SUPPORT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Notwithstanding the foregoing consent to New York jurisdiction, after the Chapter 11 Cases are commenced, each Party agrees that the Bankruptcy Court shall have exclusive jurisdiction of all matters arising out of or in connection with this Restructuring Support Agreement.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement is governed by and will be construed in accordance with the Laws of the State of Delaware without giving effect to any choice or conflict of Law 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. (b) THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED PARTIES HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF DELAWARE. DURING THE PERIOD A LEGAL DISPUTE THAT IS FILED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWATHIS SECTION IS PENDING BEFORE A COURT, WITHOUT REGARD ALL ACTIONS, SUITS OR PROCEEDINGS WITH RESPECT TO SUCH LEGAL DISPUTE OR ANY OTHER LEGAL DISPUTE, INCLUDING ANY COUNTERCLAIM, CROSS-CLAIM OR INTERPLEADER, SHALL BE SUBJECT TO THE LAWS EXCLUSIVE JURISDICTION OF SUCH COURT. EACH PARTY HEREBY WAIVES, AND SHALL NOT ASSERT AS A DEFENSE IN ANY OTHER JURISDICTION LEGAL DISPUTE, THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in the United States District Court for the Southern District of Iowa or any Iowa state court (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen CourtsSUCH PARTY IS NOT SUBJECT THERETO, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen CourtsSUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SUCH COURT, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and SUCH PARTY’S PROPERTY IS EXEMPT OR IMMUNE FROM EXECUTION, (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 of this AgreementSUCH ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR (v) THE VENUE OF SUCH ACTION, SUIT OR PROCEEDING IS IMPROPER. A FINAL JUDGMENT IN ANY ACTION, SUIT OR PROCEEDING DESCRIBED IN THIS SECTION FOLLOWING THE EXPIRATION OF ANY PERIOD PERMITTED FOR APPEAL AND SUBJECT TO ANY STAY DURING APPEAL SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAWS. (c) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY OF THE OTHER TRANSACTION DOCUMENTS. EACH PARTY HERETO IRREVOCABLY WAIVES EACH HEREBY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHERS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND ALL RIGHT (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO TRIAL BY JURY IN ENTER INTO THIS AGREEMENT, ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS Section 10.7(c).

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, DELAWARE WITHOUT REGARD TO THE LAWS PRINCIPLES OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWALAW THEREOF. Each party hereto agrees that it shall bring any action or proceeding Proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in the Court of Chancery of the State of Delaware, New Castle County, or if that court does not have jurisdiction, in the United States District Court for the Southern District of Iowa or any Iowa state court Delaware, (collectively, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding Proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and waives any bond, surety or other security that might be required of any other party hereto with respect thereto, (iv) agrees that service of process upon such party in any such action or proceeding Proceeding shall be effective if notice is given in accordance with Section 9.1 10.1 of this AgreementAgreement and (v) irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement or the transactions contemplated hereby. Nothing in this Section, however, shall affect the right of any party to this Agreement to serve legal process in any other manner permitted by Law. Each party hereof agrees that a final, non-appealable judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Law. EACH PARTY HERETO IRREVOCABLY WAIVES HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN OF ANY LEGAL PROCEEDING CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING OUT OF OR RELATING TO UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBYRELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY HEREBY FURTHER AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWAThis Agreement shall be governed by and construed in accordance with the laws of the State of Maryland without regard to principles of conflicts of law thereof. Each party hereto agrees that it shall bring any action action, suit, demand or proceeding (including counterclaims) in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreementhereby, exclusively in the United States District Court for the Southern District of Iowa any federal or any Iowa state court located in the State of Maryland (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement contemplated hereby (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action action, suit, demand or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action action, suit, demand or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreement14(a). EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, SUIT, DEMAND OR PROCEEDING (INCLUDING COUNTERCLAIMS) ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. EXCEPT TO THE AGREEMENT EXTENT OF THE MANDATORY PROVISIONS OF THE BANKRUPTCY CODE, THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT (EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN SUCH DOCUMENT) AND ANY CLAIM OR CONTROVERSY HEREUNDER OR THEREUNDER, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, NEW YORK WITHOUT REGARD TO THE LAWS PRINCIPLES OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWALAW. Each party hereto Party agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained Transaction exclusively in the Bankruptcy Court, provided, however, that, if the Bankruptcy Cases have not yet been commenced, the Bankruptcy Cases are closed pursuant to section 350 of the Bankruptcy Code or contemplated by the Bankruptcy Court does not have subject-matter jurisdiction over such action, each of the Parties irrevocably agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, Agreement or the Transaction exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa state court New York State court, in each case sitting in the City and County of New York (the Bankruptcy Court or such other court, as applicable, the “Chosen Courts”), and solely in connection with claims arising under out of or related to this Agreement or the transactions that are the subject of this Agreement Transaction (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto Party and (iv) agrees that service of process upon such party Party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 9.2. Each Party irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYAgreement or the Transaction.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, NEW YORK WITHOUT REGARD TO THE LAWS PRINCIPLES OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWALAW. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this AgreementTransaction, exclusively in any New York federal court sitting in the United States District Court for Borough of Manhattan of The City of New York or in the Southern District of Iowa event (but only in the event) that such court does not have jurisdiction over such action or proceeding, in any Iowa New York state court sitting in the Borough of Manhattan of The City of New York (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Transaction (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, and (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto hereto. Each party that does not maintain a registered agent in New York hereby irrevocably designates Corporation Service Company as its agent and (iv) agrees that attorney-in-fact for the acceptance of service of process upon such party and making an appearance on its behalf in any such action claim or proceeding shall and for the taking of all such acts as may be effective if notice necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and each party hereto stipulates that such consent and appointment is given in accordance irrevocable and coupled with Section 9.1 of this Agreementan interest. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTION. Each party hereto agrees (i) that it will not bring or support any action or proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Lenders or their Representatives with respect to any dispute arising out of, or relating in any way to, the Debt Commitment Letter, this Agreement or the performance thereunder or hereunder, in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York, and (ii) that in any such Action brought in the federal and New York state courts located in the Borough of Manhattan within the City of New York, in accordance with the foregoing, the rights of the parties under the Debt Commitment Letter or the performance thereof or the financings contemplated thereby, will, in each case, be governed by and construed in all respects in accordance with the laws of the State of New York. Each party hereto hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the financings contemplated thereby or the Transactions. Notwithstanding anything to the contrary contained in this Agreement, (a) neither Seller nor any of its Affiliates (including the Company and the Subsidiary), Representatives, partners, managers, members or stockholders shall have any rights or claims against any Lender or its Representatives, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any rights or claims against any Lender or its Representatives in any way (including any dispute) arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the debt financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and (b) no Lender or any Representative thereof shall have any liability (whether in contract, in tort or otherwise) to Seller or any of its Affiliates (including the Company and the Subsidiary), Representatives, partners, managers, members or stockholders for any obligations or liabilities of any party under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby, by the Debt Commitment Letter or the transactions contemplated thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof or the debt financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, WITHOUT REGARD NEW YORK (OTHER THAN THOSE PROVISIONS OF THIS AGREEMENT THAT ARE REQUIRED TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWAGOVERNED BY IOWA LAW). Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, Agreement exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in the Borough of Manhattan of the City of New York (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 11.1 of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. Each party hereto agrees (a) This Agreement is governed by and will be construed in accordance with the Laws of the State of Delaware without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that it shall bring any action or proceeding in respect would cause the application of the Laws of any claim jurisdiction other than the State of Delaware. (b) All actions, suits or proceedings arising out of or related relating to this Agreement or the transactions contained in or contemplated by this Agreement, any of the other Transaction Documents or the consummation of the Transactions shall be heard and determined exclusively in Chancery Court of the United States District Court for the Southern District State of Iowa Delaware or any Iowa state federal court (sitting in the “Chosen Courts”)State of Delaware. Consistent with the preceding sentence, Seller, Buyer, the Members and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Company hereby (i) irrevocably submits submit to the exclusive jurisdiction of the Chosen CourtsChancery Courts and federal courts in Delaware (and of the appropriate appellate courts therefrom) for the purpose of any action, suit or proceeding arising out of or relating to this Agreement, any of the other Transaction Documents or the consummation of the Transactions brought by any of them, (ii) waives any objection irrevocably waive, and agree not to laying venue assert by way of motion, defense or otherwise, in any such action action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper, or that any of the above named courts lack jurisdiction to enforce this Agreement, any of the other Transaction Documents or the Transactions and (iii) irrevocably consent to and grant any such court exclusive jurisdiction over the person of such parties and over the subject matter of such action, suit or proceeding and agree that mailing of process or other papers in connection with any such action, suit or proceeding in the Chosen Courtsmanner provided in Section 10.1. (c) SELLER, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreement. THE MEMBERS, THE COMPANY AND BUYER EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY OF OR RELATING TO THIS AGREEMENT THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS. SELLER, THE MEMBERS, THE COMPANY AND BUYER EACH HEREBY ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, ANY OF THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 10.7(c).

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWAThis Agreement, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWAand all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement (including the exhibits and schedules hereto), or the negotiation, execution, termination, performance or nonperformance of this Agreement (including the exhibits and schedules hereto), shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such State, without regard to any conflict of laws principles thereof, and, to the extent applicable, the Bankruptcy Code. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim based upon, arising out of of, or related to this Agreement agreement, any provision hereof or any of the transactions contained in or contemplated by this Agreementhereby, exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in the Borough of Manhattan of New York City (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (iia) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Courts and (iiia) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto; provided that upon the commencement of the Chapter 11 Cases, the Bankruptcy Court shall be the sole Chosen Court. Each party hereto and (iv) agrees that service of process upon such party a judgment in any such action dispute may be enforced in other jurisdictions by suit on the judgment or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreementany other manner provided by law. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, MATTER OR PROCEEDING BASED UPON, ARISING OUT OF OF, OR RELATING RELATED TO THIS AGREEMENT AGREEMENT, ANY PROVISION HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, DELAWARE WITHOUT REGARD TO THE LAWS PRINCIPLES OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWALAW. Each party hereto agrees that it shall bring any Any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreementhereby against any Party hereto shall be brought in the Chancery Court of the State of Delaware, exclusively in any other state court of the State of Delaware or the United States District Court for the Southern District of Iowa or any Iowa state court Delaware (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement, each party: (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party Party hereto and (iv) agrees that service of process upon such party Party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 7.1 of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYEach Party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. (a) This Agreement shall be governed by and construed in accordance with the Law of the State of Texas. (b) Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of under or related relating to this Agreement or the transactions contained in or contemplated by this Agreement, Agreement exclusively in the United States District Court for the Southern Northern District of Iowa Texas; provided, however, that if such federal court does not have jurisdiction over such action or proceeding, such action or proceeding shall be heard and determined exclusively in any Iowa Texas state court sitting in Dallas County (the “Chosen Courts”), ) and solely in connection with claims arising under this Agreement or the transactions that are the subject of relating to this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to the laying of venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service mailing of process upon such party or other papers in connection with any such action or proceeding in the manner provided in Section 10.06 or in such other manner as may be permitted by Law shall be effective if notice is given in accordance with Section 9.1 of this Agreement. valid and sufficient service thereof. (c) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF UNDER OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.. EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (I) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWANEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CONFLICT OF LAWS PRINCIPLES OF THE STATE OF IOWATHEREOF. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively to the extent possible, in either the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in New York City (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, and (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party Party hereto; provided, however, that in the event of an In-Court Restructuring, the Bankruptcy Court shall be the sole Chosen Court. Each Party hereto irrevocably waives any and (iv) agrees that service of process upon such party all right to trial by jury in any such action legal proceeding arising out of or proceeding shall be effective if notice is given in accordance with Section 9.1 of relating to this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYAgreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH IT OR ITS SUBJECT MATTER OR FORMATION INCLUDING NON-CONTRACTUAL DISPUTES OR CLAIMS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWANEW YORK. Each party hereto irrevocably agrees that it shall bring the state and federal courts located in the state of New York are to have exclusive jurisdiction to settle any action or proceeding in respect of any claim dispute arising out of or related to in connection with this Agreement and, for such purposes, irrevocably submits to the exclusive jurisdiction of such courts. Any proceeding, suit or the transactions contained action arising out of or in or contemplated by connection with this Agreement, Agreement ("Proceedings") shall therefore be brought exclusively in any state federal court located in the United States District Court for the Southern District state of Iowa or any Iowa state court (the “Chosen Courts”), and solely New York. Solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement, each party irrevocably (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying Proceedings in such courts on the grounds of venue in any such action or proceeding in on the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient grounds of forum or do not have jurisdiction over any party hereto non conveniens and (ivii) agrees that service of process upon such party in any such action or proceeding Proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreement4.4. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWANEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CONFLICT OF LAWS PRINCIPLES OF THE STATE OF IOWATHEREOF. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively to the extent possible, in either the United States District Court for the Southern District of Iowa Texas or any Iowa state Texas State court (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement: (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, ; (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, ; and (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and Party hereto; provided, however, that if the Debtors commence the Chapter 11 Cases, then the Bankruptcy Court (ivor court of proper appellate jurisdiction) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 the exclusive Chosen Court for the duration of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYthe Chapter 11 Cases or as long as the Bankruptcy Court exercises jurisdiction over the Debtors.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWADELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CONFLICT OF LAWS PRINCIPLES OF THE STATE OF IOWATHEREOF. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively to the extent possible, in either the United States District Court for the Southern District of Iowa Delaware or any Iowa state Delaware State court (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement: (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, ; (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, ; and (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and Party hereto; provided, however, that if the Debtors commence the Chapter 11 Cases, then the Bankruptcy Court (ivor court of proper appellate jurisdiction) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYthe exclusive Chosen Court.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA(a) This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. including its statutes of limitations, without giving effect to any borrowing statute or applicable principles of conflicts of law to the extent that the application of the laws (including statutes of limitation) of another jurisdiction (whether of the State of Delaware or any other jurisdiction) would be required thereby. (b) Each party hereto of the Parties agrees that that: (i) it shall bring any action or proceeding Proceeding against any other Party in respect of any claim connection with, arising out of or related otherwise relating to this Agreement or the transactions contained in or contemplated by this Agreement, Contemplated Transactions exclusively in the United States District Court for the Southern District of Iowa or any Iowa state court (the “Chosen Courts”), ; and (ii) solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement such Proceedings, it (iA) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (iiB) irrevocably waives any objection to the laying of venue in any such action or proceeding Proceeding in the Chosen Courts, (iiiC) irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto Party, (D) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 11.1 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof and (E) it shall not assert as a defense any matter or claim waived by the foregoing clause (A) through clause (D) of this Section 11.7 or that any Order issued by the Chosen Courts may not be enforced in or by the Chosen Courts. (c) Each Party acknowledges and agrees that any Proceeding against any other Party which may be connected with, arise out of or otherwise relate to this Agreement or the Contemplated Transactions is expected to involve complicated and difficult issues, and therefore each Party irrevocably and unconditionally waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any such Proceeding. Each Party acknowledges and certifies that (i) no Representative of the other Parties has represented, expressly or otherwise, that such other Parties would not, in the event of any Proceeding, seek to enforce the foregoing waiver, (ii) it understands and has considered the implications of this waiver, (iii) it makes this waiver voluntarily and (iv) agrees that service of process upon such party it has been induced to enter into this Agreement and the Contemplated Transactions among other things, the mutual waivers, acknowledgments and certifications set forth in any such action or proceeding shall be effective if notice is given in accordance with this Section 9.1 of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY11.7(c).

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWANEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CONFLICT OF LAWS PRINCIPLES OF THE STATE OF IOWATHEREOF. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively to the extent possible, in the United States District Court for the Southern District of Iowa or any Iowa state court (the “Chosen Courts”)Bankruptcy Court, and and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement, (i) irrevocably submits to the exclusive jurisdiction of the Chosen CourtsBankruptcy Court, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Bankruptcy Court and (iii) waives any objection that the Chosen Courts are Bankruptcy Court is an inconvenient forum or do does not have jurisdiction over any party hereto. Each Party hereto irrevocably waives any and (iv) agrees that service of process upon such party all right to trial by jury in any such action legal proceeding arising out of or proceeding shall be effective if notice is given in accordance with Section 9.1 of relating to this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYAgreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWANEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CONFLICT OF LAWS PRINCIPLES OF THE STATE OF IOWATHEREOF. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively to the extent possible, in the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in New York City (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Courts and (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto; provided, however, that if either ACG files the ACG Plan or Xxxxxx files the Xxxxxx Plan, then the Bankruptcy Court shall be the sole Chosen Court. Each party hereto irrevocably waives any and (iv) agrees that service of process upon such party all right to trial by jury in any such action legal proceeding arising out of or proceeding shall be effective if notice is given in accordance with Section 9.1 of relating to this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYAgreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWAThis Agreement shall be governed by, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWAand construed in accordance with, the laws of the State of New York, without regard to such state’s choice of law provisions which would require the application of the law of any other jurisdiction. Each party By its execution and delivery of this Agreement, each of the signatories hereto irrevocably and unconditionally agrees for itself that it shall bring any action legal action, suit or proceeding in against it with respect of to any claim matter arising under or arising out of or related to in connection with this Agreement or the transactions contained for recognition or enforcement of any judgment rendered in any such action, suit or contemplated by this Agreementproceeding, exclusively may be brought in the United States District Court for the Southern District of Iowa or any Iowa state court (the “Chosen Courts”)New York, and solely in connection with claims arising under this Agreement or the transactions that are the subject by execution and delivery of this Agreement (i) Agreement, each of the signatories hereto irrevocably accepts and submits itself to the exclusive jurisdiction of such court, generally and unconditionally, with respect to any such action, suit or proceeding. Notwithstanding the Chosen Courtsforegoing consent to New York jurisdiction, (ii) waives any objection to laying venue if the Chapter 11 Cases are commenced by the Company, each of the signatories hereto agrees that the Bankruptcy Court shall have exclusive jurisdiction of all matters arising out of or in connection with this Agreement. Each party hereto agrees that a judgment in any such action dispute may be enforced in other jurisdictions by suit on the judgment or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreementother manner provided by law. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, MATTER OR PROCEEDING BASED UPON, ARISING OUT OF OF, OR RELATING RELATED TO THIS AGREEMENT AGREEMENT, ANY PROVISION HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWAThis Agreement, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWAand all claims or causes of action (whether in contract or tort) that may be based upon, arise out of, or relate to this Agreement or the negotiation, execution, termination, performance, or nonperformance of this Agreement (including exhibits), shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such State, without giving effect to any applicable conflict of laws principles to the extent that the application of the laws of another jurisdiction would be required thereby. Each party hereto Party agrees that it shall bring any action or proceeding in respect of any claim based upon, arising out of of, or related to this Agreement Agreement, any provision hereof or the transactions contained in or contemplated by this AgreementRestructuring described herein, exclusively in the United States District Court for the Southern District of Iowa or New York, any Iowa state New York State court sitting in the Borough of Manhattan of New York City, or, to the extent the Company commences the Chapter 11 Cases, the Bankruptcy Court (the “Chosen Courts”)) and, and solely in connection with claims arising under this Agreement or the transactions Restructuring that are the subject of this Agreement Agreement, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Courts and (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto; provided, that, upon the commencement of the Chapter 11 Cases, the Bankruptcy Court shall be the sole Chosen Court. Each party hereto and (iv) agrees that service of process upon such party a judgment in any such action dispute may be enforced in other jurisdictions by suit on the judgment or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreementany other manner provided by law. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, MATTER OR PROCEEDING BASED UPON, ARISING OUT OF OF, OR RELATING RELATED TO THIS AGREEMENT AGREEMENT, ANY PROVISION HEREOF OR THE TRANSACTIONS CONTEMPLATED HEREBYRESTRUCTURING DESCRIBED HEREIN.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWADELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CONFLICT OF LAWS PRINCIPLES OF THE STATE OF IOWATHEREOF. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively to the extent possible, in either the United States District Court for the Southern District of Iowa Delaware, any Delaware State court, or any Iowa state court following the Petition Date, the Bankruptcy Court (collectively, the “Chosen Courts”); provided that following the Petition Date, and solely the Bankruptcy Court shall be the Chosen Court. Solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement, each Party (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, and (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party Party hereto. Each Party hereto irrevocably waives any and (iv) agrees that service of process upon such party all right to trial by jury in any such action legal proceeding arising out of or proceeding shall be effective if notice is given in accordance with Section 9.1 of relating to this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYAgreement or the transactions contemplated hereunder.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA(a) This Agreement shall be governed by, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. Each party hereto agrees that it shall bring any action and construed in accordance with, the Laws of the State of New York, without regard to the conflict of laws rules thereof (other than New York General Obligations Law Sections 5-1401 and 5-1402). (b) Except as otherwise set forth in this Agreement, all actions, suits or proceeding in respect of any claim proceedings arising out of or related relating to this Agreement or the transactions contained in or contemplated by this Agreement, any of the other Transaction Documents or the consummation of the Transactions shall be heard and determined exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such action, suit or proceeding, such action, suit or proceeding shall be heard and determined exclusively in any state court (sitting in the “Chosen Courts”)Borough of Manhattan of The City of New York. Consistent with the preceding sentence, Seller, Buyer, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement SE Capital Funding hereby (i) irrevocably submits submit to the exclusive jurisdiction of any federal or New York state court sitting in the Chosen CourtsBorough of Manhattan of The City of New York for the purpose of any action, suit or proceeding arising out of or relating to this Agreement, any of the other Transaction Documents or the consummation of the Transactions brought by any of them, (ii) waives any objection irrevocably waive, and agree not to laying venue assert by way of motion, defense or otherwise, in any such action action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper, or that this Agreement, any of the other Transaction Documents or the Transactions may not be enforced in or by any of the above-named courts and (iii) irrevocably consent to and grant any such court exclusive jurisdiction over the person of such parties and over the subject matter of such action, suit or proceeding and agree that mailing of process or other papers in connection with any such action, suit or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum manner provided in Section 11.1 or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon in such party in any such action or proceeding other manner as may be permitted by applicable Law shall be effective if notice is given in accordance with Section 9.1 of this Agreement. valid and sufficient service thereof. (c) EACH PARTY HERETO OF SELLER, BUYER, AND SE CAPITAL FUNDING HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY OF OR RELATING TO THIS AGREEMENT THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS. EACH OF SELLER, BUYER, AND SE CAPITAL FUNDING HEREBY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHERS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, ANY OF THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 11.8(C).

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH IT OR ITS SUBJECT MATTER OR FORMATION INCLUDING NON-CONTRACTUAL DISPUTES OR CLAIMS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWANEW YORK. Each party hereto irrevocably agrees that it shall bring the state and federal courts located in the state of New York are to have exclusive jurisdiction to settle any action or proceeding in respect of any claim dispute arising out of or related to in connection with this Agreement and, for such purposes, irrevocably submits to the exclusive jurisdiction of such courts. Any proceeding, suit or the transactions contained action arising out of or in or contemplated by connection with this Agreement, Agreement (“Proceedings”) shall therefore be brought exclusively in any state federal court located in the United States District Court for the Southern District state of Iowa or any Iowa state court (the “Chosen Courts”), and solely New York. Solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement, each party irrevocably (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying Proceedings in such courts on the grounds of venue in any such action or proceeding in on the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient grounds of forum or do not have jurisdiction over any party hereto non conveniens and (ivii) agrees that service of process upon such party in any such action or proceeding Proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreement4.6. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE CONFLICTS NEW YORK GENERAL OBLIGATIONS LAW) AS TO ALL MATTERS, INCLUDING MATTERS OF LAWS PRINCIPLES OF THE STATE OF IOWAVALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDIES. Each party hereto Party agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, Agreement (including any action or proceeding against any Debt Financing Source arising out of or relating to this Agreement or the transactions contemplated hereby) exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in the Borough of Manhattan, City of New York and appellate courts having jurisdiction of appeals from any of the foregoing (the “Chosen Courts”), and and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement, (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party Party hereto and (ivd) agrees that service of process upon such party Party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 13.5 of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYEach Party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (including any legal proceeding against any Debt Financing Source arising out of or relating to this Agreement or the transactions contemplated hereby). (b) For the avoidance of doubt, the provisions of Sections 4.5 and 4.6 of this Agreement are intended to supersede the application to this Agreement of Section 5-1311 of the New York General Obligations Law and any similar provision of Law in any other jurisdiction that establishes a default rule for the allocation of risk of loss following a casualty or condemnation.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in the United States District Court for the Southern District of Iowa or any Iowa state court (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 13.1 of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA(a) This Agreement shall be governed by, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. Each party hereto agrees that it shall bring and construed in accordance with, the Laws of the State of New York, without regard to the conflict of laws, rules or principles thereof (other than New York General Obligations Law sections 5-1401 and 5-1402) (or any action other jurisdiction) to the extent such rules or proceeding in respect of any claim principles would direct a matter to another jurisdiction. (b) All Actions arising out of or related relating to this Agreement or the transactions contained in or contemplated by this Agreement, any of the Transaction Agreements or the consummation of the Transactions shall be heard and determined exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa federal court sitting in the Borough of Manhattan of the City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any state court (sitting in the “Chosen Courts”)Borough of Manhattan of the City of New York. Consistent with the preceding sentence, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Parties (i) irrevocably submits submit to the exclusive jurisdiction of any federal or New York state court sitting in the Chosen CourtsBorough of Manhattan of the City of New York for the purpose of any Action arising out of or relating to this Agreement, any of the Transaction Agreements or the consummation of the Transactions brought by any party, (ii) waives any objection irrevocably waive, and agree not to laying venue assert by way of motion, defense or otherwise, in any such action Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or proceeding immune from attachment or execution, that the Action is brought in an inconvenient forum, that the Chosen Courtsvenue of the Action is improper, or that this Agreement, any of the Transaction Agreements or the Transactions may not be enforced in or by any of the above-named courts and (iii) waives irrevocably consent to and grant any objection that the Chosen Courts are an inconvenient forum or do not have such court exclusive jurisdiction over any party hereto the person of such parties and (iv) agrees over the subject matter of such Action and agree that service mailing of process upon such party or other papers in connection with any such action Action in the manner provided in Section 9.1 or proceeding in such other manner as may be permitted by applicable Law shall be effective if notice is given in accordance with Section 9.1 of this Agreement. valid and sufficient service thereof. (c) EACH PARTY HERETO OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL PROCEEDING ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY OF THE TRANSACTION AGREEMENTS OR RELATING THE TRANSACTIONS. EACH OF THE PARTIES (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AGREEMENT, ANY OF THE TRANSACTION AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYBY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS Section 9.8.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA(a) This Agreement shall be governed by, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. Each party hereto agrees that it shall bring and construed in accordance with, the Laws of the State of New York, without regard to the conflict of laws, rules or principles thereof (other than New York General Obligations Law sections 5-1401 and 5-1402) (or any action other jurisdiction) to the extent such rules or proceeding in respect of any claim principles would direct a matter to another jurisdiction. (b) All Actions arising out of or related relating to this Agreement or the transactions contained in or contemplated by this Agreement, hereby shall be heard and determined exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa federal court sitting in the Borough of Manhattan of the City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any state court sitting in the Borough of Manhattan of the City of New York. Consistent with the preceding sentence, the Parties (i) irrevocably submit to the “Chosen Courts”), and solely exclusive jurisdiction of any federal or New York state court sitting in connection with claims the Borough of Manhattan of the City of New York for the purpose of any Action arising under out of or relating to this Agreement or the transactions that are the subject of this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courtscontemplated hereby brought by any party, (ii) waives any objection irrevocably waive, and agree not to laying venue assert by way of motion, defense or otherwise, in any such action Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or proceeding immune from attachment or execution, that the Action is brought in an inconvenient forum, that the Chosen Courtsvenue of the Action is improper, or that this Agreement or any of the transactions contemplated hereby may not be enforced in or by any of the above-named courts and (iii) waives irrevocably consent to and grant any objection that the Chosen Courts are an inconvenient forum or do not have such court exclusive jurisdiction over any party hereto the Person of such parties and (iv) agrees over the subject matter of such Action and agree that service mailing of process upon such party or other papers in connection with any such action Action in the manner provided in Section 10 or proceeding in such other manner as may be permitted by applicable Law shall be effective if notice is given in accordance with Section 9.1 of this Agreement. valid and sufficient service thereof. (c) EACH PARTY HERETO OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL PROCEEDING ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HEREBY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS Section 11(c).

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA(a) This Agreement and any other document or instrument delivered pursuant hereto, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. Each party hereto agrees and all claims or causes of action (whether in contract or tort) that it shall bring any action or proceeding in respect of any claim arising may be based upon, arise out of or related relate to this Agreement or the transactions contained in negotiation, execution, termination, performance or contemplated by nonperformance of this Agreement, exclusively will be deemed to be made in and in all respects will be interpreted, construed and governed by and in accordance with the United States District Court for law of the Southern District State of Iowa or any Iowa state court (New York, without regard to the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject conflicts of this Agreement (i) law principles thereof. Each Party hereby irrevocably submits to the exclusive jurisdiction of any federal or state court located in the Chosen Borough of Manhattan in New York City, and of any court in which appeals from judgments of such courts may be heard (the “Designated Courts”) in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the Transaction (iiincluding the pursuit of injunctive (whether temporary, preliminary or permanent) waives monetary or other, relief), and hereby waives, and agrees not to assert, as a defense in any objection Legal Proceeding for the interpretation or enforcement of this Agreement or of any such document, that the Party is not subject to laying personal jurisdiction in that court or that such Legal Proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and each Party irrevocably agrees that all claims with respect to such Legal Proceeding will be heard and determined in one of the Designated Courts. Each Party hereby consents to and grants any such court jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute. Each Party agrees that mailing of process or other papers in connection with any such action or proceeding in the Chosen Courts, manner provided in Section 10.1 or in such other manner as may be permitted by Law will be valid and sufficient service thereof. (iiib) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreement. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, OR THE TRANSACTIONS TRANSACTION CONTEMPLATED HEREBYBY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.7(b).

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) Except as provided in Section 12.10(b), the parties agree that they and this Agreement are subject to the jurisdiction of the Bankruptcy Court. (b) Where jurisdiction in the Bankruptcy Court is inapplicable, THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in the United States Iowa District Court in and for the Southern District of Iowa or any Iowa state court Polk County (the “Chosen Courts”), and solely . (c) Solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement, each party (i) irrevocably submits to the exclusive jurisdiction of the Bankruptcy Court or Chosen CourtsCourts (as applicable), (ii) waives any objection to laying venue in any such action or proceeding in the Bankruptcy Court or Chosen CourtsCourts (as applicable), (iii) waives any objection that the Bankruptcy Court or Chosen Courts (as applicable) are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 12.2 of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH WITH, AND GOVERNED IN ALL RESPECTS BY, THE INTERNAL LAWS OF THE STATE OF IOWA, NEW YORK (WITHOUT REGARD GIVING EFFECT TO THE LAWS PRINCIPLES OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWALAW). Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this AgreementAgreement and the Ancillary Agreements, exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in New York City (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (ivd) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 10.4. Each party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this AgreementAgreement or the transactions contemplated hereby. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYNotwithstanding anything to the contrary herein, neither Party may commence any action or proceedings (other than temporary injunction) in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements unless such Party has used reasonable commercial efforts to negotiate and resolve the dispute with the other party for 30 days. Each party agrees that it will negotiate in good faith with the other party through officers ranked Vice President or higher during such 30-day period in an effort to resolve any such dispute.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWAANOTHER JURISDICTION. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this AgreementContribution, exclusively in the Delaware Court of Chancery or in the event (but only in the event) that such court declines jurisdiction over such action or proceeding, in the United States District Court for the Southern District of Iowa or any Iowa state court Delaware (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Contribution (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, and (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto hereto. Each party that does not maintain a registered agent in Delaware hereby irrevocably designates Corporation Service Company as its agent and (iv) agrees that attorney-in-fact for the acceptance of service of process upon such party and making an appearance on its behalf in any such action claim or proceeding shall and for the taking of all such acts as may be effective if notice necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and each party hereto stipulates that such consent and appointment is given irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all right to trial by jury in accordance with Section 9.1 any legal proceeding arising out of or relating to this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYAgreement or the Contribution.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA(a) This Agreement shall be governed by, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. Each party hereto agrees that it shall bring any action and construed in accordance with, the Laws of the State of New York, without regard (b) Except as otherwise set forth in this Agreement, all actions, suits or proceeding in respect of any claim proceedings arising out of or related relating to this Agreement or the transactions contained in or contemplated by this Agreement, any of the other Transaction Documents or the consummation of the Transactions shall be heard and determined exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such action, suit or proceeding, such action, suit or proceeding shall be heard and determined exclusively in any state court (sitting in the “Chosen Courts”)Borough of Manhattan of The City of New York. Consistent with the preceding sentence, each of SE Corp and solely in connection with claims arising under this Agreement or the transactions that are the subject SEP hereby, on behalf of this Agreement itself and its Affiliates from time to time, (i) irrevocably submits to the exclusive jurisdiction of any federal or New York state court sitting in the Chosen CourtsBorough of Manhattan of The City of New York for the purpose of any action, suit or proceeding arising out of or relating to this Agreement, any of the other Transaction Documents or the consummation of the Transactions brought by any of them, (ii) waives any objection irrevocably waives, and agrees not to laying venue assert by way of motion, defense or otherwise, in any such action action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper, or that this Agreement, any of the other Transaction Documents or the Transactions may not be enforced in or by any of the above-named courts and (iii) irrevocably consents to and grants any such court exclusive jurisdiction over the person of such parties and over the subject matter of such action, suit or proceeding and agrees that mailing of process or other papers in connection with any such action, suit or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum manner provided in Section 10.1 or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon in such party in any such action or proceeding other manner as may be permitted by applicable Law shall be effective if notice is given in accordance with Section 9.1 of this Agreementvalid and sufficient service thereof. (c) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS. EACH PARTY HERETO IRREVOCABLY WAIVES HEREBY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHERS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND ALL RIGHT (II) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO TRIAL BY JURY IN ENTER INTO THIS AGREEMENT, ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 10.7(C).

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWANEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CONFLICT OF LAWS PRINCIPLES OF THE STATE OF IOWATHEREOF. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively to the extent possible, in either the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in New York City (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, ; (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, ; and (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party hereto; provided, however, that if the Company commences the Chapter 11 Cases, then the Bankruptcy Court shall be the sole Chosen Court. Each party hereto irrevocably waives any and (iv) agrees that service of process upon such party all right to trial by jury in any such action legal proceeding arising out of or proceeding shall be effective if notice is given in accordance with Section 9.1 of relating to this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYAgreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWANEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CONFLICT OF LAWS PRINCIPLES OF THE STATE OF IOWATHEREOF. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively to the extent possible, in the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in New York City (the “Chosen Courts”), and and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Courts and (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto. Each party hereto irrevocably waives any and (iv) agrees that service of process upon such party all right to trial by jury in any such action legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Notwithstanding anything to the contrary herein, in the event of a commencement in respect of the Company of any case or proceeding under applicable bankruptcy, insolvency, reorganization or similar law (an “Insolvency Proceeding”), any proceeding relating to the Agreement shall be effective if notice is given brought in accordance that court with Section 9.1 of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYjurisdiction over the Insolvency Proceeding.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. (a) This Agreement shall be governed by and construed in accordance with the Law of the State of Delaware. (b) Each party hereto Party agrees that it shall bring any action or proceeding in respect of any claim arising out of under or related relating to this Agreement or the transactions contained in or contemplated by this Agreement, Agreement exclusively in the courts of the State of Delaware and the federal courts of the United States District Court for of America located in the Southern District State of Iowa or any Iowa state court Delaware (the “Chosen Courts”), ) and solely in connection with claims arising under this Agreement or the transactions that are the subject of relating to this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to the laying of venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service mailing of process upon such party or other papers in connection with any such action or proceeding in the manner provided in Section 3.2 or in such other manner as may be permitted by Law shall be effective if notice is given in accordance with Section 9.1 of this Agreement. valid and sufficient service thereof. (c) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF UNDER OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (I) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 3.4(c).

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWAThis Agreement, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. Each party hereto agrees and all claims or causes of action that it shall bring any action may be based upon, or proceeding in respect of any claim arising arise out of or related relate to this Agreement or the transactions contained negotiation, execution or performance hereof, shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or contemplated by this Agreement, exclusively in conflict of law provision or rule (whether of the United States District Court for the Southern District State of Iowa Delaware or any Iowa state court (other jurisdiction) that would cause the “Chosen Courts”), and solely in connection with claims arising under this Agreement or application of the transactions that are laws of any jurisdiction other than the subject State of this Agreement (i) Delaware. Each of the Parties irrevocably submits consents to the exclusive jurisdiction of and venue in the Chosen CourtsCourt of Chancery of the State of Delaware and the federal courts of the United States of America located within the District of Delaware (and the appellate courts having jurisdiction of appeals from such courts), (ii) in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware or the federal laws of the United States of America for such Persons and waives and covenants not to assert or plead any objection which they might otherwise have to laying such jurisdiction, venue in any and such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreementprocess. EACH PARTY HERETO IRREVOCABLY WAIVES THE PARTIES WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF FROM OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREIN.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. Each party hereto agrees that it shall bring (a) This Limited Guaranty and any action or proceeding in respect of any claim Proceedings arising out of or related hereto (whether for breach of contract, tortious conduct or otherwise and whether predicated on common law statute or otherwise) shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules of such state. (b) Each party hereto hereby irrevocably agree (i) that any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement Limited Guaranty or any of the transactions contained in or contemplated by this Agreement, exclusively hereby shall be brought in the United States Chancery Court of the State of Delaware and any state appellate court therefrom, or, if no such state court has proper jurisdiction, the Federal District Court for the Southern District of Iowa or any Iowa state court (the “Chosen Courts”)Delaware located in Wilmington, Delaware, and solely any appellate court therefrom and (ii) not to commence any such Proceeding in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (i) any court except such courts. Each party hereby irrevocably submits to the exclusive jurisdiction of such court in respect of any legal or equitable Proceeding arising out of or relating to this Limited Guaranty or any of the Chosen Courtstransactions contemplated hereby, (ii) waives or relating to enforcement of any objection of the terms of this Limited Agreement, and hereby waives, and agrees not to laying venue assert, as a defense in any such action or proceeding in Proceeding, any claim that it is not subject personally to the Chosen Courtsjurisdiction of such court, (iii) waives any objection that the Chosen Courts are Proceeding is brought in an inconvenient forum forum, that the venue of the Proceeding is improper or do that this Limited Guaranty or the transactions contemplated hereby may not have jurisdiction over any party hereto and be enforced in or by such courts. (ivc) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreement. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING DIRECTLY OR INDIRECTLY OUT OF OR RELATING RELATED TO THIS AGREEMENT LIMITED GUARANTY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE TRANSACTIONS CONTEMPLATED HEREBYEVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10(C).

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, DELAWARE WITHOUT REGARD TO THE LAWS PRINCIPLES OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWALAW. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, Transactions exclusively in the courts of the State of Delaware and the Federal courts of the United States District Court for located in the Southern District State of Iowa or any Iowa state court Delaware (the “Chosen Courts”), and solely . Solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements, each party hereto (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.. Notwithstanding the foregoing, each of the parties hereto hereby agrees that it will not bring or support 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 the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing Commitment or the performance thereof, in any forum other than a court of competent jurisdiction located within the City of New York, New York, whether a state or Federal court (or, in the case of any suit, action or proceeding arising out of or relating to any Delaware Interpretation Provision (as defined in the Financing Commitment), in the event that a concurrent suit, action or proceeding brought by the Seller Parties against the Buyer is pending in any Delaware State court or Federal court sitting in the State of Delaware, such Delaware State court or Federal court sitting in the State of Delaware), and each of the parties hereto waives any right to a jury trial in any such action, cause of action, claim, cross-claim or third-party claim..

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT SUCH PRINCIPLES WOULD PERMIT OR REQUIRE THE APPLICATION OF LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWAANOTHER JURISDICTION. Each party Party hereto agrees that it shall bring any action or proceeding Proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this AgreementAgreement and the Related Agreements, exclusively in the United States District Court for the Southern District of Iowa New York (or any Iowa state if subject matter jurisdiction before the federal court does not exist, then before the New York State Supreme Court for the Borough of Manhattan, in New York, New York) (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Related Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding Proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party Party hereto and (iv) agrees that service of process upon such party Party in any such action or proceeding Proceeding shall be effective if notice is given in accordance with Section 9.1 10.4 of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.Each Party hereto irrevocably

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWANEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CONFLICT OF LAWS PRINCIPLES OF THE STATE OF IOWATHEREOF. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in the United States District Court for courts of the Southern District State of Iowa or any Iowa state court (the “Chosen Courts”)New York, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courtscourts of the State of New York, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courtscourts of the State of New York, and (iii) waives any objection that any court of the Chosen Courts are State of New York is an inconvenient forum or do does not have jurisdiction over any party Party hereto. Each Party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. [Each of the Debtors irrevocably appoints [●] (iv) its “Process Agent”), as its authorized agents in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such party agent, and written notice of said service to the Debtors by the person serving the same to the address provided in Section 12(l), shall be deemed in every respect effective service of process upon each of the Debtors in any such suit or proceeding. Each of the Debtors further agrees to take any and all action or proceeding shall as may be effective if notice is given necessary to maintain such designation and appointment of such agent in accordance with Section 9.1 full force and effect for a period of [●] years from the date of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYEach of the Debtors hereby grants an irrevocable special power-of-attorney to the Process Agent with full powers to [receive and accept] service of process in any such suit or proceeding on behalf and in the name of each of the Debtors.]

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, CALIFORNIA WITHOUT REGARD TO THE ANY CONFLICT-OF-LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWARULE OR PRINCIPLE THEREOF. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of of, or related to to, this Agreement or the transactions contained in or contemplated by this AgreementTransaction, exclusively in the United States District Court for the Southern Central District of Iowa California or any Iowa state California State court sitting in the County of Los Angeles (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Transaction (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto Party hereto, and (ivd) agrees that service of process upon such party Party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 5.4. Each Party hereto irrevocably designates C.T. Corporation as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and each Party hereto stipulates that such consent and appointment is irrevocable and coupled with an interest. Each Party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of, or relating to, this AgreementAgreement or the Transaction. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.The Parties acknowledge that, by mutual agreement of a majority of the Mexican Sellers and Fuse Holding, they may elect alternative dispute resolution, including submission to arbitration in Los Angeles, California, under the rules of the American Arbitration Association or the Judicial Arbitration and Mediation Services, Inc.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWANEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1401 OF THE STATE OF IOWANEW YORK GENERAL OBLIGATIONS LAW). Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in the United States District Court for the Southern District of Iowa or any Iowa state court (the “Chosen Courts”)Bankruptcy Court, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (ia) irrevocably submits to the exclusive jurisdiction of the Chosen CourtsBankruptcy Court, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen CourtsBankruptcy Court, and (iiic) waives any objection that the Chosen Courts are Bankruptcy Court is an inconvenient forum or do does not have jurisdiction over any party Party hereto. Each Party hereto irrevocably waives any and (iv) agrees that service of process upon such party all right to trial by jury in any such action legal proceeding arising out of or proceeding shall be effective if notice is given in accordance with Section 9.1 of relating to this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYAgreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA(a) This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to agreements made and to be performed entirely within the State of Delaware, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. without regard to any applicable conflicts of law principles. (b) Each party hereto Party agrees that it shall will bring any action or proceeding Proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, Transaction exclusively in the United States District Court for of Chancery of the Southern District State of Iowa Delaware and any state appellate court therefrom within the State of Delaware or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal or any Iowa state court of competent jurisdiction located in the State of Delaware (the “Chosen Courts”), and and, solely in connection with claims arising under out of or related to this Agreement or the transactions that are the subject of this Agreement Transaction, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding Proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto Party and (iv) agrees that service of process upon such party Party in any such action or proceeding shall Proceeding will be effective if notice is given in accordance with Section 9.1 of this Agreement. 8.1. (c) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVES, TO THE EXTENT PERMITTED BY LAW AT THE TIME OF INSTITUTION OF THE APPLICABLE LITIGATION, ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 9.8(c).

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL BE GOVERNED BY BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE INTERNAL LAWS OF THE STATE OF IOWA, NEW YORK WITHOUT REGARD TO THE LAWS PRINCIPLES OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWALAW. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this AgreementAgreement and the Ancillary Agreements, exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in New York County (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYEach party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWAThis Agreement, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWAand all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution, termination, performance or nonperformance of this Agreement, shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such State, without regard to any conflict of laws principles thereof. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim based upon, arising out of of, or related to this Agreement Agreement, any provision hereof or any of the transactions contained in or contemplated by this Agreementhereby, exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in New York County of New York City (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Courts and (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto. Each party hereto and (iv) agrees that service of process upon such party a judgment in any such action dispute may be enforced in other jurisdictions by suit on the judgment or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreementany other manner provided by law. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, MATTER OR PROCEEDING BASED UPON, ARISING OUT OF OF, OR RELATING RELATED TO THIS AGREEMENT AGREEMENT, ANY PROVISION HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.. Service of process on the parties hereto in any action arising out of or relating to this Agreement shall be effective if delivered to the parties in accordance with Section 4.03

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWAThis Agreement, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWAand all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement (including the exhibits and schedules hereto), or the negotiation, execution, termination, performance or nonperformance of this Agreement (including the exhibits and schedules hereto), shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such State, without regard to any conflict of laws principles thereof, and, to the extent applicable, the Bankruptcy Code. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim based upon, arising out of of, or related to this Agreement agreement, any provision hereof or any of the transactions contained in or contemplated by this Agreementhereby, exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in the Borough of Manhattan of New York City (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Courts and (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto; provided that upon the commencement of the Chapter 11 Cases, the Bankruptcy Court shall be the sole Chosen Court. Each party hereto and (iv) agrees that service of process upon such party a judgment in any such action dispute may be enforced in other jurisdictions by suit on the judgment or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreementany other manner provided by law. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, MATTER OR PROCEEDING BASED UPON, ARISING OUT OF OF, OR RELATING RELATED TO THIS AGREEMENT AGREEMENT, ANY PROVISION HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWAThis Agreement, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWAand all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement (including the exhibits and schedules hereto), or the negotiation, execution, termination, performance or nonperformance of this Agreement (including the exhibits and schedules hereto), shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such State, without regard to any conflict of laws principles thereof, and, to the extent applicable, the Bankruptcy Code. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim based upon, arising out of of, or related to this Agreement Agreement, any provision hereof or any of the transactions contained in or contemplated by this Agreementhereby, exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in the Borough of Manhattan of New York City (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Courts and (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto; provided that upon the commencement of the Chapter 11 Cases, the Bankruptcy Court shall be the sole Chosen Court. Each party hereto and (iv) agrees that service of process upon such party a judgment in any such action dispute may be enforced in other jurisdictions by suit on the judgment or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreementany other manner provided by law. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, MATTER OR PROCEEDING BASED UPON, ARISING OUT OF OF, OR RELATING RELATED TO THIS AGREEMENT AGREEMENT, ANY PROVISION HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWAThis Agreement, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWAand all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution, termination, performance or nonperformance of this Agreement, shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such State, without regard to any conflict of laws principles thereof. Each Subject to Section 13.08, each party hereto agrees that it shall bring any action or proceeding in respect of any claim based upon, arising out of of, or related to this Agreement Agreement, any provision hereof or any of the transactions contained in or contemplated by this Agreementhereby, exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in New York County of New York City (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Courts and (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party. Each party hereto and (iv) agrees that service of process upon such party a judgment in any such action dispute may be enforced in other jurisdictions by suit on the judgment or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreementany other manner provided by law. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, MATTER OR PROCEEDING BASED UPON, ARISING OUT OF OF, OR RELATING RELATED TO THIS AGREEMENT AGREEMENT, ANY PROVISION HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. Service of process on the parties in any action arising out of or relating to this Agreement shall be effective if delivered to the parties in accordance with Section 13.01.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, NEW YORK WITHOUT REGARD TO THE LAWS PRINCIPLES OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWALAW. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in (a) the United States District Bankruptcy Court for so long as the Southern District Reorganization Case remains open and (b) after the completion of Iowa the Reorganization Case or in the event that the Bankruptcy Court determines that it does not have jurisdiction, any Iowa state court (the “other Chosen Courts”)Court, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 2.1 of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYSeller irrevocably designates The Corporation Trust Company as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and Seller stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT THIS AGREEMENT, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWANEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CONFLICT OF LAWS PRINCIPLES OF THE STATE OF IOWATHEREOF. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in either the United States District Court for the Southern District of Iowa New York or any Iowa New York state court located in the County of New York (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement: (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, ; (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, ; and (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party Party hereto and or constitutional authority to finally adjudicate the matter; provided that after REMA commences the Chapter 11 Cases, then the Bankruptcy Court (ivor court of proper appellate jurisdiction) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYthe exclusive Chosen Court.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA(a) This Agreement shall be governed by and construed in accordance with the substantive Laws of the State of Delaware, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. Each party hereto agrees that it shall bring any action without regard to the conflict of laws rules thereof. (b) Except as otherwise set forth in this Agreement, all actions, suits or proceeding in respect of any claim proceedings arising out of or related relating to this Agreement or the transactions contained in or contemplated by this Agreement, consummation of the Transactions shall be heard and determined exclusively in the United States District Court for of Chancery in the Southern District State of Iowa Delaware, or, if such court does not have jurisdiction over such action, suit or proceeding, such action, suit or proceeding shall be heard and determined exclusively in any Iowa state or federal court (of competent jurisdiction in Delaware. Consistent with the “Chosen Courts”)preceding sentence, each of SEP GP and solely in connection with claims arising under this Agreement or the transactions that are the subject SEP hereby, on behalf of this Agreement itself and its Affiliates from time to time, (i) irrevocably submits to the exclusive jurisdiction of the Chosen CourtsCourt of Chancery in the State of Delaware, or, if such court shall not have jurisdiction, any state or federal court sitting in the State of Delaware (and the appropriate appellate courts therefrom) for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the consummation of the Transactions brought by any of them, (ii) waives any objection irrevocably waives, and agrees not to laying venue assert by way of motion, defense or otherwise, in any such action action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper, or that this Agreement or the Transactions may not be enforced in or by any of the above-named courts and (iii) irrevocably consents to and grants any such court exclusive jurisdiction over the person of such parties and over the subject matter of such action, suit or proceeding and agrees that mailing of process or other papers in connection with any such action, suit or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum manner provided in Section 6.1 or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon in such party in any such action or proceeding other manner as may be permitted by applicable Law shall be effective if notice is given in accordance with Section 9.1 of this Agreement. valid and sufficient service thereof. (c) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYTRANSACTIONS. EACH PARTY HEREBY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHERS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 6.7(c).

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWANEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CONFLICT OF LAWS PRINCIPLES OF THE STATE OF IOWATHEREOF. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in the United States District Court for courts of the Southern District State of Iowa or any Iowa state court (the “Chosen Courts”)New York, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courtscourts of the State of New York, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courtscourts of the State of New York, and (iii) waives any objection that any court of the Chosen Courts are State of New York is an inconvenient forum or do does not have jurisdiction over any party Party hereto. Each Party hereto irrevocably waives any and (iv) agrees that service of process upon such party all right to trial by jury in any such action legal proceeding arising out of or proceeding shall be effective if notice is given in accordance with Section 9.1 of relating to this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYAgreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH IT OR ITS SUBJECT MATTER OR FORMATION INCLUDING NON-CONTRACTUAL DISPUTES OR CLAIMS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWANEW YORK. Each party hereto irrevocably agrees that it shall bring the state and federal courts located in the state of New York are to have exclusive jurisdiction to settle any action or proceeding in respect of any claim dispute arising out of or related to in connection with this Agreement and, for such purposes, irrevocably submits to the exclusive jurisdiction of such courts. Any proceeding, suit or the transactions contained action arising out of or in or contemplated by connection with this Agreement, Agreement ("Proceedings") shall therefore be brought exclusively in any state federal court located in the United States District Court for the Southern District state of Iowa or any Iowa state court (the “Chosen Courts”), and solely New York. Solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement, each party irrevocably (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying Proceedings in such courts on the grounds of venue in any such action or proceeding in on the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient grounds of forum or do not have jurisdiction over any party hereto non conveniens and (ivii) agrees that service of process upon such party in any such action or proceeding Proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreement4.6. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, DELAWARE WITHOUT REGARD TO THE LAWS PRINCIPLES OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWALAW. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this AgreementTransaction, exclusively in the Delaware Court of Chancery or in the event (but only in the event) that such court does not have jurisdiction over such action or proceeding, in the United States District Court for the Southern District of Iowa or any Iowa state court Delaware (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Transaction (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, and (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto. Notwithstanding anything herein to the contrary, each party hereto and (iv) agrees that it will not bring or support 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 the Acquiror's financing sources and their respective current, former or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers, counsel, general or limited partners or assignees of any of the foregoing in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of their performance of their financing obligations to the Acquiror in connection with the acquisition contemplated by this Agreement, 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). Each party that does not maintain a registered agent in Delaware hereby irrevocably designates Corporation Service Company as its agent and attorney-in-fact for the acceptance of service of process upon such party and making an appearance on its behalf in any such action claim or proceeding shall and for the taking of all such acts as may be effective if notice necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and each party hereto stipulates that such consent and appointment is given irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all right to trial by jury in accordance with Section 9.1 any legal proceeding arising out of or relating to this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYAgreement or the Transaction (including Acquiror's financing).

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH IT OR ITS SUBJECT MATTER OR FORMATION INCLUDING NON-CONTRACTUAL DISPUTES OR CLAIMS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWANEW YORK. Each party hereto irrevocably agrees that it shall bring the state and federal courts located in the state of New York are to have exclusive jurisdiction to settle any action or proceeding in respect of any claim dispute arising out of or related to in connection with this Agreement and, for such purposes, irrevocably submits to the exclusive jurisdiction of such courts. Any proceeding, suit or the transactions contained action arising out of or in or contemplated by connection with this Agreement, Agreement (“Proceedings”) shall therefore be brought exclusively in any state federal court located in the United States District Court for the Southern District state of Iowa or any Iowa state court (the “Chosen Courts”), and solely New York. Solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement, each party irrevocably (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying Proceedings in such courts on the grounds of venue in any such action or proceeding in on the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient grounds of forum or do not have jurisdiction over any party hereto non conveniens and (ivii) agrees that service of process upon such party in any such action or proceeding Proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreement4.4. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWAThis Agreement, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWAand all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution, termination, performance or nonperformance of this Agreement, shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such State, without regard to any conflict of laws principles thereof. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim based upon, arising out of of, or related to this Agreement Agreement, any provision hereof or any of the transactions contained in or contemplated by this Agreementhereby, exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in New York County of New York City (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Courts and (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party. Each party hereto and (iv) agrees that service of process upon such party a judgment in any such action dispute may be enforced in other jurisdictions by suit on the judgment or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreementany other manner provided by law. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, MATTER OR PROCEEDING BASED UPON, ARISING OUT OF OF, OR RELATING RELATED TO THIS AGREEMENT AGREEMENT, ANY PROVISION HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. Service of process on the parties hereto in any action arising out of or relating to this Agreement shall be effective if delivered to the parties hereto in accordance with Section 10(a) of this Agreement.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, NEW YORK WITHOUT REGARD TO THE LAWS PRINCIPLES OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. LAW. (b) Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this AgreementAgreement and the Ancillary Agreements, exclusively in the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in the Borough of Manhattan in New York City (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 8.1 of this Agreement; provided that, notwithstanding the foregoing, each of the parties further acknowledges and agrees that prior to the Closing and, with respect to an action or proceeding brought against the lenders under the Debt Financing Commitments, prior to or after the Closing it will not bring or support any action, cause of action, proceeding, 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, involving the Buyer Representatives, including, but not limited, to any dispute arising out of or relating in any way to the Debt Financing Commitments or the performance thereof or services thereunder, in any forum other than the Chosen Courts. The parties hereto agree 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 applicable Law. Each party hereto irrevocably designates C.T. Corporation as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts, and each party hereto stipulates that such consent and appointment is irrevocable and coupled with an interest. (c) EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY (INCLUDING ANY ACTION, PROCEEDING OR COUNTERCLAIM INVOLVING A FINANCING SOURCE OR ANY OF ITS AFFILIATES OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, ADVISORS, AGENTS OR REPRESENTATIVES).

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, DELAWARE WITHOUT REGARD TO THE LAWS PRINCIPLES OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWALAW. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this AgreementMerger, exclusively in the Delaware Court of Chancery or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the Southern District of Iowa or any Iowa state court Delaware (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Merger (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYEach party hereto irrevocably designates Corporation Service Company as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and each party hereto stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the Merger. Notwithstanding the foregoing, each of the parties hereto agrees that it will not bring or support 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 the Debt Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof, 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) and that the provisions of this Section 9.9 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claim.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL (a) THIS RSA IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWANEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CONFLICT OF LAWS PRINCIPLES OF THE STATE OF IOWA. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim THEREOF. (b) All actions and claims arising out of or related relating to this Agreement or the transactions contained RSA shall be heard and determined in or contemplated by this Agreement, exclusively any New York federal court sitting in the United States District Court for the Southern District Borough of Iowa Manhattan of The City of New York or in any Iowa New York state court sitting in the Borough of Manhattan of The City of New York (and of the appropriate appellate courts therefrom) (the “Chosen Courts”). Consistent with the preceding sentence, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Parties hereby (ia) irrevocably submits submit to the exclusive jurisdiction of the Chosen Courts, (iib) waives waive any objection to laying venue in any such action or proceeding in the Chosen Courts, and (iiic) waives waive any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto Party; provided, however, that each of the Parties hereby agrees that, for the duration of any Chapter 11 Cases, the Bankruptcy Court shall have exclusive jurisdiction of all matters arising out of or in connection with, and that the Bankruptcy Code shall govern, the Plan. (ivc) agrees that Each Party irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this RSA or the transactions contemplated hereby. (d) The Company appoints C T Corporation System (the “New York Process Agent”), with an office on the date hereof at 100 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent to receive on behalf of itself and its property, service of copies of all writs, claims, process, complaint, summonses and any other process upon such party which may be served in any legal or other proceeding with respect to matters arising from, based upon or in connection with this RSA or the transactions contemplated hereby, and agrees to promptly appoint a successor New York Process Agent in the City of New York (which appointment the successor New York Process Agent shall accept in writing prior to the termination for any reason of the appointment of the initial New York Process Agent). In any such action legal or proceeding shall other proceeding, such service may be effective if notice is given made on the Company by delivering a copy of such process to it in care of the appropriate New York Process Agent at such New York Process Agent’s address. The Company hereby irrevocably and unconditionally authorizes and directs its New York Process Agent to accept such service on its behalf as evidenced by the irrevocable special power of attorney for lawsuits and collections (poder especial irrevocable para pleitos y cobranzas) granted before a Mexican notary public in accordance with Section 9.1 Mexican law as attached as Exhibit F-1 hereto, and the acceptance letter from the New York Process Agent in respect of its appointment as attached as Exhibit F-2 hereto. Nothing in this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYRSA shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWANEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD GIVING EFFECT TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS CONFLICT OF LAWS PRINCIPLES OF THE STATE OF IOWATHEREOF. Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively to the extent possible, in either the United States District Court for the Southern District of Iowa New York or any Iowa state New York State court sitting in New York City (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreement: (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, ; (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, ; and (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto Party hereto; provided, however, that when the Company commences the Chapter 11 Cases and (iv) agrees that service of process upon such party in any such action or proceeding for so long as the Chapter 11 Cases are pending, the Bankruptcy Court shall be effective if notice is given in accordance with Section 9.1 of this Agreementthe sole Chosen Court. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL OR EQUITABLE PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA(a) This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable therein, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. without regard to principles of conflicts of law thereof; and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. (b) Each party Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the or the transactions contained in or contemplated by this AgreementAgreement and the Transaction Documents, exclusively in the United States District Court for the Southern District of Iowa New Jersey or any Iowa state New Jersey State court sitting in Newark, NJ (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Transaction Documents (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party Party hereto and (iv) agrees that service of process upon such party Party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 9.3 of this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYSeller irrevocably designates Xxxx X. Xxxxx, Esq. as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and Seller stipulates that such consent and appointment is irrevocable and coupled with an interest. Purchaser irrevocably designates The Corporation Trust Company, with offices at 000 Xxxx Xxxxxx Xxxx, Xxxx Xxxxxxx, XX 00000, as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and Purchaser stipulates that such consent and appointment is irrevocable and coupled with an interest. Each Party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWADELAWARE, WITHOUT REGARD TO THE ANY CONFLICT-OF-LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWARULE OR PRINCIPLE THEREOF. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in the United States District Court for the Southern District of Iowa Delaware or any Iowa state court the Chancery Court of the State of Delaware (the “Chosen Courts”)) and, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement Agreements, (ia) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (iib) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iiic) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto hereto, and (ivd) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 8.5. Each party hereto irrevocably designates C.T. Corporation as its agent and attorney-in-fact for the acceptance of service of process and making an appearance on its behalf in any such claim or proceeding and for the taking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and each party hereto stipulates that such consent and appointment is irrevocable and coupled with an interest. Each party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYAgreement or the transactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO THE LAWS OF ANY OTHER JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES OF THE STATE OF IOWA. (a) This Agreement shall be governed by and construed in accordance with the Law of the State of Texas. (b) Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of under or related relating to this Agreement or the transactions contained in or contemplated by this Agreement, Agreement exclusively in the United States District Court for the Southern Northern District of Iowa Texas; provided, however, that if such federal court does not have jurisdiction over such action or proceeding, such action or proceeding shall be heard and determined exclusively in any Iowa Texas state court sitting in Dallas County (the “Chosen Courts”), ) and solely in connection with claims arising under this Agreement or the transactions that are the subject of relating to this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to the laying of venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (iv) agrees that service mailing of process upon such party or other papers in connection with any such action or proceeding in the manner provided in Section 9.8 or in such other manner as may be permitted by Law shall be effective if notice is given in accordance with Section 9.1 of this Agreement. valid and sufficient service thereof. (c) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF UNDER OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (I) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 9.5(c).