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 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, 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 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 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 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 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, 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 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 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 152 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, 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 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 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 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 HEREBY.136

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 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 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 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 (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).

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 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 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 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 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 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 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 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, 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 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 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 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 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 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 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 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 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 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. 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 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 (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).

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 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, 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 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 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 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 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 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; provided, however, that when 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 Restructuring contemplated hereby.

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 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 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, 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 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, (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 in such other manner as may be permitted by Law will be valid and (iv) agrees that sufficient 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 HEREBYthereof.

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 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 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 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 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 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 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. 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. 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. 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 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 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 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.