Common use of GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM Clause in Contracts

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF) AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY, 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 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 New York or any 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, (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, and (c) 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 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. (a) THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS DELAWARE IN THE UNITED STATES OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF) AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY, 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 locatedLAW. Each Party party hereto agrees that it shall bring any action or proceeding in Proceeding with respect of to 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 Court of Chancery of the State of Delaware sitting in New Castle County, Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the Southern District of New York Delaware or any New York other state court of the State court of Delaware, in each case, sitting in New Castle County, Delaware (collectively, together with the Borough of Manhattan, City of New York and appellate courts having jurisdiction of appeals from any of the foregoing (thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, Agreement or any of the Ancillary Agreements (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, and (ciii) 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 , (iv) agrees that service of process upon such party in any and all such action or proceeding shall be effective if notice is given in accordance with Section 11.1 of this Agreement, although nothing contained in this Agreement shall affect the right to trial by jury serve process in any legal proceeding arising out other manner permitted by Law and (v) agrees not to seek a transfer of or relating to this Agreement or venue on the transactions contemplated herebybasis that another forum is more convenient.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver This Agreement (and any claims or cause of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOFaction arising under, out of or in connection with this Agreement, whether in contract, tort or statute) AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY, 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 of New York applicable to contracts made and to be performed in such state, without giving effect to the conflict of laws principles thereof. Each of the Parties irrevocably and unconditionally agrees that, subject to the immediately following sentence of this Section 14.05, any legal action, suit or proceeding against it with respect to any matter arising under, out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought before any state or federal court of competent jurisdiction in which New York County, State of New York, and by execution and delivery of this Agreement, each of the Site Parties: (a) irrevocably submits itself to the nonexclusive jurisdiction of such court, (b) waives any objection to laying venue in question any such action, suit or proceeding and (c) waives any objection that such court is locatedan inconvenient forum or does not have jurisdiction over such Party. Notwithstanding the foregoing consent to jurisdiction in either a state or federal court of competent jurisdiction in the State and County of New York, upon the commencement of the Chapter 11 Cases, each of the Parties hereby agrees that, if the Chapter 11 Cases are pending, the Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement. Each Party agrees that it shall bring any action or proceeding in respect of any claim arising under, out of or related to this Agreement or the transactions contained in or contemplated by connection with this Agreement, exclusively to the extent possible, in the United States District Court for the Southern District of New York or any 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”)Bankruptcy Court, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, : (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, Bankruptcy Court; (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Bankruptcy Court; and (c) waives any objection that the Chosen Courts are Bankruptcy Court is an inconvenient forum or do does not have jurisdiction over any Party hereto. Each Party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebyParty.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF) AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY, 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 locatedLAW. 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 New York or any 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”), Courts and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, Agreement (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, and (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party heretoparty hereto and (d) 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 13. 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 further stipulates that such consent and appointment is irrevocable and coupled with an interest. Each Party party hereto irrevocably waives any and all right rights 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. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS IN THE UNITED STATES OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF) AS TO ALL MATTERSLAW. Prior to the dismissal of the Paragon Cases, INCLUDING MATTERS OF VALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDIES; provided, however, that the enforcement of Bankruptcy Court shall have exclusive jurisdiction over this Agreement with respect to a particular Site as to matters relating to real property and matters mandatorily governed (unless the Bankruptcy Court is prohibited by local Lawlaw or permissively abstains from deciding the matter, in which case the District Court for the Southern District of New York shall be governed by and construed in accordance with have exclusive jurisdiction). After the laws dismissal of the state in which the Site in question is located. Each Paragon Cases, each Party agrees that it shall bring any action or proceeding in litigation with respect of to 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 New York or any New York State court sitting in the Borough of Manhattan, City of New York and County (together with the appellate courts having jurisdiction of appeals from any of the foregoing (thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, Agreement (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, and (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over either Party hereto, (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, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the Protected by FRE 408 contrary, (i) nothing in this Section 9.6 shall prohibit any Party hereto. Each from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (ii) each Party hereto irrevocably agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all right objections or defenses to trial by jury the recognition, recording, registration or enforcement of such judgment in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebysuch jurisdiction.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS IN THE UNITED STATES OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF) AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY, 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 locatedLAW. Each Party party hereto agrees that it shall bring any action or proceeding in Litigation with respect of to 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 New York or any New York State court sitting in the Borough of Manhattan, City of New York and County (together with the appellate courts having jurisdiction of appeals from any of the foregoing (thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, Agreement or any of the Ancillary Agreements (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, and (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over either party hereto, (iv) agrees that service of process upon such party in any Party heretosuch action or proceeding shall be effective if notice is given in accordance with Section 11.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Each Party Notwithstanding anything herein to the contrary, (x) nothing in this Section 11.9 shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (y) each party hereto irrevocably agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all right objections or defenses to trial by jury the recognition, recording, registration or enforcement of such judgment in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebysuch jurisdiction.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS IN THE UNITED STATES OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF) AS TO ALL MATTERSLAW. Prior to the dismissal of the Paragon Cases, INCLUDING MATTERS OF VALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDIES; provided, however, that the enforcement of Bankruptcy Court shall have exclusive jurisdiction over this Agreement with respect to a particular Site as to matters relating to real property and matters mandatorily governed (unless the Bankruptcy Court is prohibited by local Lawlaw or permissively abstains from deciding the matter, in which case the District Court for the Southern District of New York shall be governed by and construed in accordance with have exclusive jurisdiction). After the laws dismissal of the state in which the Site in question is located. Each Paragon Cases, each Party agrees that it shall bring any action or proceeding in litigation with respect of to 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 New York or any New York State court sitting in the Borough of Manhattan, City of New York and County (together with the appellate courts having jurisdiction of appeals from any of the foregoing (thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, Agreement (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, and (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over either Party hereto, (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, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (i) nothing in this Section 9.6 shall prohibit any Party hereto. Each from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (ii) each Party hereto irrevocably agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all right objections or defenses to trial by jury the recognition, recording, registration or enforcement of such judgment in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebysuch jurisdiction.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF) AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDIES; provided, however, that the enforcement of this 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 locatedState of New York, without regard to conflict of law provisions thereof. Each Party party hereto agrees that it shall bring up any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contained in or and contemplated by this Agreement, whether in tort or contract or at law or in equity, exclusively in the United States District Court for the Southern District of New York or any New York or, if such court is not available, the Supreme Court of the State court sitting in the Borough of Manhattan, City of New York and appellate courts having jurisdiction for the county of appeals from any of the foregoing New York (the “"Chosen Courts”), ") and solely in connection with claims arising under this Agreement or the transactions that are the subject of contained in or contemplated by this Agreement, Agreement (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen CourtsCourts and agrees not to commence any action in respect of any such claim in any other court or forum, and (ciii) 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 , (iv) waives any and all right to a trial by jury and (v) agrees that service of process upon such party in any legal such action or proceeding arising out shall be effective if notice is given in accordance with Section 10 of this Agreement. Without limiting the foregoing, each of the Corporation and the Purchaser hereby appoints, in the case of any such action or proceeding brought in the courts of or relating in the State of New York, CT Corporation system with its offices at 111 8th Avenue, 13th Floor, New York, N.Y. 10011 to this Agreement or receive, for it and xx xxx xxxxxx, xxxxxxx xx xxxxxxx xx xxx Xxxxx of New York with respect thereto, provided the transactions contemplated herebyCorporation and the Purchaser may appoint any other Person, reasonably acceptable to the other party, with offices in the State of New York to replace such agent for service of process upon delivery to the other party of a reasonably acceptable agreement of such new agent agreeing to act.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS TO CONTRACTS MADE AND TO BE PERFORMED IN NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS THEREOF) AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY, 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 locatedPRINCIPLES. Each Party to this Agreement agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement Agreement, to the extent possible, in federal or state courts located in the transactions contained City of New York, Borough of Manhattan. Notwithstanding the foregoing consent to jurisdiction, upon the commencement of the Chapter 11 Cases, each of the Parties hereby agrees that, if the Chapter 11 Cases are pending, the Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement. Each Party hereto agrees that it shall bring any action or contemplated by proceeding in respect of any claim arising out of or related to this Agreement, exclusively to the extent possible, in the United States District Court for the Southern District of New York or any 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”)Bankruptcy Court, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, : (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, Bankruptcy Court; (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, and Bankruptcy Court; (c) waives any objection that the Chosen Courts are Bankruptcy Court is an inconvenient forum or do does not have jurisdiction over any Party hereto. Each Party hereto irrevocably waives any ; and all right (d) consents to trial entry of a final order or judgment by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebyBankruptcy Court.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY CONSTRUED, PERFORMED AND CONSTRUED ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS DELAWARE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF) AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY, 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 ANOTHER JURISDICTION. Each of the state in which the Site in question is located. Each 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 New York or any 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 parties hereto (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (ai) irrevocably submits to the exclusive jurisdiction of the Bankruptcy Court, or, if the Bankruptcy Court declines to accept jurisdiction over a particular matter, then the Chancery Court of the State of Delaware, and if the Chancery Court of the State of Delaware declines jurisdiction, then any state or federal court sitting in Delaware (the “Chosen Courts”) in any action or proceeding arising out of or relating to this Agreement, (bii) waives agrees that all claims in respect of such action or proceeding may be heard and determined in the Chosen Courts and (iii) agrees not to bring any objection action or proceeding arising out of or relating to laying venue this Agreement in any other court. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the Chosen Courtsjudgment or in any other manner provided by applicable law. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and (c) waives effectively do so, any objection that which it may now or hereafter have to the Chosen Courts are an inconvenient forum laying of venue of any suit, action or do not have jurisdiction over any 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 herebyby this Agreement in the Chosen Courts in accordance with the provisions of this Section 10.04. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Chosen Courts. Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.11. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS TO CONTRACTS MADE AND TO BE PERFORMED IN NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS THEREOF) AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY, 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 locatedPRINCIPLES. Each Party to this Agreement agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement Agreement, to the extent possible, in federal or state courts located in the transactions contained City of New York, Borough of Manhattan. Notwithstanding the foregoing consent to jurisdiction, upon the commencement of the Chapter 11 Cases, each of the Parties hereby agrees that, if the Chapter 11 Cases are pending, the Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement. Each Party hereto agrees that it shall bring any action or contemplated by proceeding in respect of any claim arising out of or related to this Agreement, exclusively to the extent possible, in the United States District Court for the Southern District of New York or any 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”)Bankruptcy Court, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, : (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, Bankruptcy Court; (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, and Bankruptcy Court; (c) waives any objection that the Chosen Courts are Bankruptcy Court is an inconvenient forum or do does not have jurisdiction over any Party hereto. Each Party hereto irrevocably waives any ; and all right (d) consents to trial entry of a Final Order or judgment by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebyBankruptcy Court.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver WAIVER OF TRIAL BY JURY. This Agreement, and all claims or causes of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK action (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOFwhether in contract or tort) AS TO ALL MATTERSthat may be based upon, INCLUDING MATTERS OF VALIDITYarise out of or relate to this Agreement (including the exhibits and schedules hereto), CONSTRUCTIONor the negotiation, EFFECTexecution, PERFORMANCE AND REMEDIES; providedtermination, however, that the enforcement performance or nonperformance of this Agreement with respect to a particular Site as to matters relating to real property (including the exhibits and matters mandatorily governed by local Lawschedules hereto), shall be governed by and construed in accordance with the laws of the state State of New York applicable to contracts made and performed in which such State, without regard to any conflict of laws principles thereof, and, to the Site in question is locatedextent applicable, the Bankruptcy Code. Each Party 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 New York or any New York State court sitting in the Borough of Manhattan, City Manhattan of New York and appellate courts having jurisdiction of appeals from any of the foregoing 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 (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Courts and (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party party hereto; provided that upon the commencement of the Chapter 11 Cases, the Bankruptcy Court shall be the sole Chosen Court. Each Party party hereto irrevocably waives any and all right to trial by jury agrees that a judgment in any legal proceeding arising out of such dispute may be enforced in other jurisdictions by suit on the judgment or relating to this Agreement or the transactions contemplated herebyin any other manner provided by law. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING BASED UPON, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, ANY PROVISION HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (DELAWARE IN THE UNITED STATES OF AMERICA, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS LAW THEREOF) AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY, 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 party hereto agrees that it shall bring any action or proceeding in Litigation with respect of to 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 Delaware Court for of Chancery and any state appellate court therefrom within the Southern District State of New York Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or any New York federal court within the State court sitting in the Borough of ManhattanDelaware) (such courts, City of New York and appellate courts having jurisdiction of appeals from any of the foregoing (collectively, the “Chosen Delaware Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, Agreement or any of the Ancillary Agreements (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Delaware Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen Delaware Courts, and (ciii) waives any objection that the Chosen Delaware Courts are an inconvenient forum or do not have jurisdiction over either party hereto, (iv) agrees that service of process upon such party in any Party heretosuch action or proceeding shall be effective if notice is given in accordance with Section 12.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Each Party Notwithstanding anything herein to the contrary, (i) nothing in this Section 12.9 shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (ii) each party hereto irrevocably agrees that any judgment issued by a Delaware Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all right objections or defenses to trial by jury the recognition, recording, registration or enforcement of such judgment in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebysuch jurisdiction.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (DELAWARE IN THE UNITED STATES OF AMERICA, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS LAW THEREOF) AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY, 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 party hereto agrees that it shall bring any action or proceeding in Litigation with respect of to 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 Delaware Court for of Chancery and any state appellate court therefrom within the Southern District State of New York Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or any New York federal court within the State court sitting in the Borough of ManhattanDelaware) (such courts, City of New York and appellate courts having jurisdiction of appeals from any of the foregoing (collectively, the “Chosen Delaware Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, Agreement or any of the Ancillary Agreements (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Delaware Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen Delaware Courts, and (ciii) waives any objection that the Chosen Delaware Courts are an inconvenient forum or do not have jurisdiction over either party hereto, (iv) agrees that service of process upon such party in any Party heretosuch action or proceeding shall be effective if notice is given in accordance with Section 12.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Each Party Notwithstanding anything herein to the contrary, (i) nothing in this Section 12.9 shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (ii) each party hereto irrevocably agrees that any judgment issued by a Delaware Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all right objections or defenses to trial by jury the recognition, recording, registration or enforcement of such judgment in any legal proceeding such jurisdiction. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EACH PARTY TO THIS AGREEMENT 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 AT LAW OR IN EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST ANY FINANCING SOURCE IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY DISPUTE ARISING OUT OF OR RELATING IN ANY WAY TO THE COMMITMENT LETTER THE DEFINITIVE DEBT DOCUMENTS, THE PERFORMANCE OF ANY THEREOF OR THE FINANCING, IN ANY FORUM OTHER THAN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY, AND THAT THE PROVISIONS OF SECTION 12.10 RELATING TO THE WAIVER OF JURY TRIAL SHALL APPLY TO ANY SUCH ACTION, CAUSE OF ACTION, CLAIM, CROSS-CLAIM OR THIRD PARTY CLAIM. Notwithstanding anything to the contrary contained in this Agreement, except for the assertion by Buyer of express rights of Buyer set forth in the Commitment Letter, (a) neither any party hereto nor any of their respective subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members, stockholders or representatives, nor any Person claiming by, through or under any such Person, shall have any rights or claims against any Financing Source, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any, 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 Commitment Letter, the Definitive Debt Documents or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and (b) no Financing Source shall have any liability (whether in contract, in tort or otherwise) to any party hereto or any of their respective subsidiaries, affiliates, directors, officers, employees, agents, partners, managers, members, stockholders or representatives, or any Person claiming by, through or under any such Person for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated herebyhereby and 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 Commitment Letter, the Definitive Debt Documents or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. The Financing Sources are intended third party beneficiaries of this Section 12.9 and this Section 12.9 shall not be amended without the prior written consent of the Lenders.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS DELAWARE IN THE UNITED STATES OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF) AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY, 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 locatedLAW. Each Party party hereto agrees that it shall bring any action or proceeding in Litigation with respect of to any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this AgreementAgreement and the Transaction Documents, exclusively in the United States District Court for the Southern District of New York or any New York State Delaware or, to the extent such court sitting is not available, the Delaware Court of Chancery (in each case, together with the Borough of Manhattan, City of New York and appellate courts having jurisdiction of appeals from any of the foregoing (thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, Agreement or any of the Transaction Documents (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, and (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over either party hereto, (iv) agrees that service of process upon such party in any Party heretosuch action or proceeding shall be effective if notice is given in accordance with Section 10.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Each Party Notwithstanding anything herein to the contrary, each party hereto irrevocably agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all right objections or defenses to trial by jury the recognition, recording, registration or enforcement of such judgment in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebysuch jurisdiction.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS CONFLICT OF LAWS PRINCIPLES THEREOF) AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY, 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 agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement Agreement, to the extent possible, in federal or state courts located in the transactions contained City of New York, Borough of Manhattan. Notwithstanding the foregoing consent to jurisdiction, upon the commencement of the Chapter 11 Cases, each of the Parties hereby agrees that, if the Chapter 11 Cases are pending, the Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement. Each Party hereto agrees that it shall bring any action or contemplated by proceeding in respect of any claim arising out of or related to this Agreement, exclusively to the extent possible in the United States District Court for the Southern District of New York or any 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”)Bankruptcy Court, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, : (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, Bankruptcy Court; (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, and Bankruptcy Court; (c) waives any objection that the Chosen Courts are Bankruptcy Court is an inconvenient forum or do does not have jurisdiction over any Party hereto. Each Party hereto irrevocably waives any ; and all right (d) consents to trial entry of a final order or judgment by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebyBankruptcy Court.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL (WHETHER IN CONTRACT, TORT OR OTHERWISE), IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH (A) THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS CONFLICT OF LAWS PRINCIPLES THEREOF; AND (B) AS TO ALL MATTERSIF THE CHAPTER 11 CASES ARE FILED, INCLUDING MATTERS OF VALIDITYTHE BANKRUPTCY CODE. Any suit, CONSTRUCTIONaction, EFFECTor proceeding brought in connection with this Agreement, PERFORMANCE AND REMEDIES; providedwhether in contract, 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 Lawtort or otherwise, shall be governed brought in the federal or state courts located in the City of New York, borough of Manhattan, New York, and the Parties hereby irrevocably consent to the exclusive jurisdiction of such courts, agree not to commence any suit, action, or proceeding relating thereto except in such courts, and waive, to the fullest extent permitted by and construed Law, the right to move to dismiss or transfer any suit, action or proceedings brought in accordance with such court on the laws basis of any objections as to venue or inconvenient forum or on the state in which basis of any objection to personal jurisdiction. Notwithstanding the Site in question is located. Each foregoing consent to New York jurisdiction, if the Chapter 11 Cases are commenced, each Party agrees that it the Bankruptcy Court shall bring any action or proceeding in respect have exclusive jurisdiction of any claim all matters arising out of or related to in connection with this Agreement or the transactions contained in or contemplated by Agreement. By executing and delivering this Agreement, exclusively in the United States District Court for the Southern District of New York or any New York State court sitting in the Borough of Manhattan, City of New York and appellate courts having jurisdiction of appeals from any upon commencement of the foregoing (Chapter 11 Cases, each of the “Chosen Courts”), Parties irrevocably and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (a) irrevocably unconditionally submits to the exclusive jurisdiction of the Chosen CourtsBankruptcy Court, (b) waives any objection to laying venue in any such action or proceeding in the Chosen CourtsBankruptcy Court, and (c) waives any objection that the Chosen Courts are Bankruptcy Court is an inconvenient forum or do does not have jurisdiction over any Party hereto. Each Party hereto irrevocably waives any and 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. THIS AGREEMENT SHALL IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS CONFLICT OF LAWS PRINCIPLES THEREOF) AS TO ALL MATTERS. Notwithstanding the foregoing consent to jurisdiction in either a state or federal court of competent jurisdiction in the State of New York, INCLUDING MATTERS OF VALIDITYBorough of Manhattan, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDIES; provided, however, that upon 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 commencement of the state Chapter 11 Cases, each of the Parties hereby agrees that, if the Chapter 11 Cases are pending, the Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in which the Site in question is locatedconnection with this Agreement. 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 to the extent possible, in the United States District Court for the Southern District of New York or any 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”)Bankruptcy Court, and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, : (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, Bankruptcy Court; (b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Bankruptcy Court; and (c) waives any objection that the Chosen Courts are Bankruptcy Court is an inconvenient forum or do does not have jurisdiction over any Party hereto. Each Party hereto irrevocably waives any and all right to trial Trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebyJury Waiver . 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. THIS THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF) AS TO ALL MATTERS, INCLUDING MATTERS LAW THAT WOULD REQUIRE THE APPLICATION OF VALIDITY, 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 locatedANY OTHER 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 AgreementAgreement and the Ancillary Agreements (other than any Employment Agreement in which a different venue is provided), exclusively in the United States District Court for the Southern Northern District of New York California or any New York California State court sitting in the Borough of Manhattan, City of New York and appellate courts having jurisdiction of appeals from any of the foregoing San Francisco, California (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, Agreement or any of the Ancillary Agreements (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, Courts and (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party party hereto. Each Party hereto Seller hereby irrevocably waives any designates US Seller as its agent and all right to trial by jury attorney-in-fact for the acceptance of service of process, and agrees that service of process upon US Seller in any legal such action or proceeding arising out shall be effective upon each Seller, 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 relating appropriate in order to this Agreement confer jurisdiction over it before the Chosen Courts and each Seller hereby stipulates that such consent and appointment is irrevocable and coupled with an interest. Each Buyer hereby irrevocably designates US Buyer as its agent and attorney-in-fact for the acceptance of service of process, and agrees that service of process upon US Buyer in any such action or proceeding shall be effective upon each Buyer, and making an appearance on its behalf in any such claim or proceeding and for the transactions contemplated herebytaking of all such acts as may be necessary or appropriate in order to confer jurisdiction over it before the Chosen Courts and each Buyer hereby stipulates that such consent and appointment is irrevocable and coupled with an interest.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS IN THE UNITED STATES OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF) AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY, 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 locatedLAW. Each Party party hereto agrees that it shall bring any action or proceeding in Litigation with respect of to 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 New York or any New York State court sitting in the Borough of Manhattan, City of New York and County (together with the appellate courts having jurisdiction of appeals from any of the foregoing (thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, Agreement or any of the Ancillary Agreements (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, and (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over either party hereto, (iv) agrees that service of process upon such party in any Party heretosuch action or proceeding shall be effective if notice is given in accordance with Section 15.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Each Party Notwithstanding anything herein to the contrary, (x) nothing in this Section 15.11 shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (y) each party hereto irrevocably agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all right objections or defenses to trial by jury the recognition, recording, registration or enforcement of such judgment in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebysuch jurisdiction.

GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM. Waiver of Trial by Jury. THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (REGARDLESS DELAWARE IN THE UNITED STATES OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF) AS TO ALL MATTERS, INCLUDING MATTERS OF VALIDITY, 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 locatedLAW. Each Party party hereto agrees that it shall bring any action or proceeding in Litigation with respect of to 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 any federal court sitting in the United States District Court for City of Wilmington in the Southern District State of New York or Delaware or, to the extent such courts are not available, any New York Delaware State court sitting in the Borough of Manhattan, City of New York and Wilmington (in each case, together with the appellate courts having jurisdiction of appeals from any of the foregoing (thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, Agreement or any of the Ancillary Agreements (ai) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (bii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, and (ciii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over either party hereto, (iv) agrees that service of process upon such party in any Party heretosuch action or proceeding shall be effective if notice is given in accordance with Section 11.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Each Party Notwithstanding anything herein to the contrary, (i) nothing in this Section 11.9 shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (ii) each party hereto irrevocably agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all right objections or defenses to trial by jury the recognition, recording, registration or enforcement of such judgment in any legal proceeding such jurisdiction. Notwithstanding the foregoing, each of the parties hereto hereby (i) agree that any claim or dispute involving any Financing Source in any way relating to this Agreement or any of the transactions contemplated hereby, including any claim or dispute arising out of or relating in any way to the Financing or the performance thereof, shall be governed by the Laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York, (ii) irrevocably and unconditionally agrees, on behalf of itself and its Affiliates, that it will not bring or support any Litigation against any Financing Source in any way relating to this Agreement or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Financing or the performance thereof, in any forum other than a court of competent jurisdiction sitting in the borough of Manhattan of the City of New York, whether a state or federal court, and that the provisions of Section 11.10 relating to the waiver of jury trial shall apply to any such action, suit or proceeding, (iii) agrees that service of process, summons, notice or document by registered mail address to it at its address provided in Section 11.1 shall be effective service of process against it for any such action brought in any such court, (iv) waives and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of venue or, and the defense of an inconvenient forum to the maintenance of, any such action in any such court and (v) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgement or in any other manner provided by Law.