Common use of Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Damages Clause in Contracts

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Damages. (a) This Pledge Agreement shall be governed by and interpreted under the laws of the State of New York, and any dispute arising out of, connected with, related to, or incidental to the relationship established between the Pledgor, the Trustee, the Collateral Agent and the Holders of the Notes in connection with this Pledge Agreement, and whether arising in contract, tort, equity or otherwise, shall be resolved in accordance with the laws of the State of New York. (b) The Pledgor hereby waives personal service of process in any suit, action or proceeding with respect to this Pledge Agreement and for actions brought under the U.S. Federal or state securities laws brought in any Federal or state court located in the City of New York (each a "New York Court") and consents that all service of process in any such suit, action or proceeding shall be made by registered mail, return receipt requested, directed to the Pledgor at the address indicated in Section 17.1. Each of the parties hereto submits to the jurisdiction of any New York Court and to the courts of its corporate domicile with respect to any actions brought against it as defendant in any suit, action or proceeding arising out of, connected with, related to, or incidental to the relationship established among the Pledgor, the Trustee, the Collateral Agent and the Holders in connection with this Pledge Agreement, and each of the parties hereto waives any objection that it may have to the laying of venue, including any pleading of forum non conveniens, with respect to any such action and waives any right to which it may be entitled on account of place of residence or domicile. (c) The Pledgor agrees that the Trustee shall, in its capacity as Trustee or in the name and on behalf of any Holder of Notes, have the right, to the extent permitted by applicable law, to proceed against the Pledgor or the Collateral in a court in any location reasonably selected in good faith (and having personal or in rem jurisdiction over the Pledgor or the Collateral, as the case may be) to enable the Trustee to realize on such Collateral, or to enforce a judgment or other court order entered in favor of the Trustee. The Pledgor agrees that it will not assert any counterclaims, setoffs or crossclaims in any proceeding brought by the Trustee to realize on such property or to enforce a judgment or other court order in favor of the Trustee, except for such counterclaims, setoffs or crossclaims which, if not asserted in any such proceeding, could not otherwise be brought or asserted. (d) The Pledgor agrees that neither any Holder of Notes nor (except as otherwise provided in this Pledge Agreement or the Indenture) the Collateral Agent in its capacity as Collateral Agent shall have any liability to the Pledgor (whether arising in tort, contract or otherwise) for losses suffered by the Pledgor in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by this Pledge Agreement, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment of a court that is binding on the Collateral Agent or such Holder of Notes, as the case may be, that such losses were the result of acts or omissions on the part of the Collateral Agent or such Holders of Notes, as the case may be, constituting bad faith, gross negligence or willful misconduct. (e) To the extent permitted by applicable law, the Pledgor waives the posting of any bond otherwise required of the Trustee, the Collateral Agent or any Holder of Notes in connection with any judicial process or proceeding to enforce any judgment or other court order pertaining to this Pledge Agreement or any related agreement or document entered in favor of the trustee, the Collateral Agent or any Holder of Notes, or to enforce by specific performance, temporary restraining order or preliminary or permanent injunction, this Pledge Agreement or any related agreement or document between the Pledgor on the one hand and the Trustee, the Collateral Agent and/or the Holders of the Notes on the other hand.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Damages. (a) This Pledge Agreement shall be governed by and interpreted under the laws of the State of New York, and any dispute arising out of, connected in connection with, related to, or incidental to the relationship established between the Pledgor, the Trustee, the Collateral Agent Agent, and the Holders of the Notes in connection with this Pledge Agreement, and whether arising in contract, tort, equity or otherwise, shall be resolved in accordance with the laws of the State of New York. (b) The Pledgor Each of the parties hereto hereby waives personal service irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of process any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any suit, action or proceeding with respect arising out of or relating to this Pledge Agreement Agreement, or for recognition or enforcement of any judgment, and for actions brought under each of the U.S. Federal or state securities laws brought in any Federal or state court located in the City of New York (each a "New York Court") parties hereto hereby irrevocably and consents unconditionally agrees that all service claims in respect of process any such action or proceeding may be heard and determined in any such suitNew York State court or, action or proceeding shall be made by registered mail, return receipt requested, directed to the Pledgor at the address indicated extent permitted by law, in Section 17.1such Federal court. Each of the parties hereto submits agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to the jurisdiction of bring any New York Court and action or proceeding relating to this Agreement in the courts of its corporate domicile with respect any jurisdiction. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any actions brought against objection that it as defendant in may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of, connected with, related to, of or incidental relating to the relationship established among the Pledgor, the Trustee, the Collateral Agent and the Holders this Agreement in connection with this Pledge Agreement, and each any New York State or Federal court. Each of the parties hereto waives any objection that it may have hereby irrevocably waives, to the laying fullest extent permitted by law, the defense of venue, including any pleading an inconvenient forum to the maintenance of forum non conveniens, with respect to such action or proceeding in any such action and waives any right to which it may be entitled on account of place of residence or domicilecourt. (c) The Pledgor agrees that the Trustee shall, in its capacity as Trustee or in the name and on behalf of any Holder of Notes, have the right, to the extent permitted by applicable law, to proceed against the Pledgor or the Collateral in a court in any location reasonably selected in good faith (and having personal or in rem jurisdiction over the Pledgor or the Collateral, as the case may be) to enable the Trustee to realize on such Collateral, or to enforce a judgment or other court order entered in favor of the Trustee. The Pledgor agrees that it will not assert any counterclaims, setoffs or crossclaims in any proceeding brought by the Trustee to realize on such property or to enforce a judgment or other court order in favor of the Trustee, except for such counterclaims, setoffs or crossclaims which, if not asserted in any such proceeding, could not otherwise be brought or asserted. (d) The Pledgor agrees that neither any Holder of Notes nor (except as otherwise provided in this Pledge Agreement or the Indenture) the Collateral Agent in its capacity as Collateral Agent shall have any liability to the Pledgor (whether arising in tort, contract or otherwise) for losses suffered by the Pledgor in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by this Pledge Agreement, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment of a court that is binding on the Collateral Agent or such Holder of Notes, as the case may be, that such losses were the result of acts or omissions on the part of the Collateral Agent or such Holders of Notes, as the case may be, constituting bad faith, gross negligence or willful misconduct. (e) EACH OF THE PLEDGOR, THE TRUSTEE, THE COLLATERAL AGENT, THE SECURITIES INTERMEDIARY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE TRUSTEE, COLLATERAL AGENT, OR SECURITIES INTERMEDIARY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. (f) To the extent permitted by applicable law, the Pledgor waives the posting of any bond otherwise required of the Trustee, the Collateral Agent Agent, or any Holder of Notes in connection with any judicial process or proceeding to enforce any judgment or other court order pertaining to this Pledge Agreement or any related agreement or document entered in favor of the trustee, the Collateral Agent Agent, or any Holder of Notes, or to enforce by specific performance, temporary restraining order or preliminary or permanent injunction, this Pledge Agreement or any related agreement or document between the Pledgor on the one hand and the Trustee, the Collateral Agent Agent, and/or the Holders of the Notes on the other hand.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Damages. (a) This Pledge Agreement shall be governed by and interpreted under the laws of the State of New Yorkby, and any dispute arising out of, connected construed in accordance with, related to, or incidental to the relationship established between the Pledgor, the Trustee, the Collateral Agent and the Holders of the Notes in connection with this Pledge Agreement, and whether arising in contract, tort, equity or otherwise, shall be resolved in accordance with the laws of the State of New York. (b) The Pledgor hereby waives personal service of process in any suit, action or proceeding with respect to this Pledge Agreement and for actions brought under the U.S. Federal or state securities laws brought in any Federal or state court located in the City of New York (each a "New York Court") and consents that all service of process in any such suit, action or proceeding shall be made by registered mail, return receipt requested, directed to the Pledgor at the address indicated in Section 17.1. Each of the parties hereto submits to the jurisdiction of any New York Court and to the courts of its corporate domicile with respect to any actions brought against it as defendant in any suit, action or proceeding arising out of, connected with, related to, or incidental to the relationship established among the Pledgor, the Trustee, the Collateral Agent and the Holders in connection with this Pledge Agreement, and each of the parties hereto waives any objection that it may have to the laying of venue, including any pleading of forum non conveniens, with respect to any such action and waives any right to which it may be entitled on account of place of residence or domicile. (c) The Pledgor agrees that the Trustee shall, in its capacity as Trustee trustee or in the name and on behalf of any the Holder of NotesXerox Funding Debentures, have the right, to the extent permitted by applicable law, to proceed against the Pledgor or the Collateral in a court in any location reasonably selected in good faith (and having personal or in rem jurisdiction over the Pledgor or the Collateral, as the case may be) to enable the Trustee to realize on such the Collateral, or to enforce a judgment or other court order entered in favor of the Trustee. The Pledgor agrees that it will not assert any counterclaims, setoffs or crossclaims in any proceeding brought by the Trustee to realize on such property or to enforce a judgment or other court order in favor of the Trustee, except for such counterclaims, setoffs or crossclaims which, if not asserted in any such proceeding, could not otherwise be brought or asserted. The Pledgor waives any objection that it may have to the location of the court in The City of New York once the Trustee has commenced a proceeding described in this paragraph including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens. (dc) The Pledgor agrees that neither any the Holder of Notes Xerox Funding Debentures nor (except as otherwise provided in this Pledge Agreement or the Xerox Funding Indenture) the Collateral Agent Trustee in its capacity as Collateral Agent trustee shall have any liability to the Pledgor (whether arising in tort, contract or otherwise) for losses suffered by the Pledgor in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by this Pledge Agreement, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment of a court that is binding on the Collateral Agent Trustee or such Holder of NotesXerox Funding Debentures, as the case may be, that such losses were the result of acts or omissions on the part of the Collateral Agent Trustee or such Holders Holder of NotesXerox Funding Debentures, as the case may be, constituting bad faith, gross negligence or willful misconduct. (ed) To the extent permitted by applicable law, the Pledgor waives the posting of any bond otherwise required of the Trustee, Trustee or the Collateral Agent or any Holder of Notes Xerox Funding Debentures in connection with any judicial process or proceeding to enforce any judgment or other court order pertaining to this Pledge Agreement or any related agreement or document entered in favor of the trustee, Trustee or the Collateral Agent or any Holder of NotesXerox Funding Debentures, or to enforce by specific performance, temporary restraining order or preliminary or permanent injunction, this Pledge Agreement or any related agreement or document between the Pledgor on the one hand and the Trustee, the Collateral Agent Trustee and/or the Holders Holder of the Notes Xerox Funding Debentures on the other hand.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Damages. (a) This Pledge Agreement pledge agreement shall be governed by by, and interpreted under construed in accordance with, the laws of the State of New York, and any dispute arising out of, connected with, related to, or incidental to the relationship established between the Pledgor, the Trustee, the Collateral Agent and the Holders of the Notes in connection with this Pledge Agreement, and whether arising in contract, tort, equity or otherwise, shall be resolved in accordance with the laws of the State state of New York. (b) The Pledgor hereby waives personal service of process in any suit, action or proceeding with respect to this Pledge Agreement and for actions brought under the U.S. Federal or state securities laws brought in any Federal or state court located in the City of New York (each a "New York Court") and consents that all service of process in any such suit, action or proceeding shall be made by registered mail, return receipt requested, directed to the Pledgor at the address indicated in Section 17.1. Each of the parties hereto submits to the jurisdiction of any New York Court and to the courts of its corporate domicile with respect to any actions brought against it as defendant in any suit, action or proceeding arising out of, connected with, related to, or incidental to the relationship established among the Pledgor, the Trustee, the Collateral Agent and the Holders in connection with this Pledge Agreement, and each of the parties hereto waives any objection that it may have to the laying of venue, including any pleading of forum non conveniens, with respect to any such action and waives any right to which it may be entitled on account of place of residence or domicile. (c) The Pledgor agrees that the Trustee shall, in its capacity as Trustee trustee or in the name and on behalf of any Holder of Notes, have the right, to the extent permitted by applicable law, to proceed against the Pledgor or the Collateral in a court in any location reasonably selected in good faith (and having personal or in rem jurisdiction over the Pledgor or the Collateral, as the case may be) to enable the Trustee to realize on such the Collateral, or to enforce a judgment or other court order entered in favor of the Trustee. The Pledgor agrees that it will not assert any counterclaims, setoffs or crossclaims in any proceeding brought by the Trustee to realize on such property or to enforce a judgment or other court order in favor of the Trustee, except for such counterclaims, setoffs or crossclaims which, if not asserted in any such proceeding, could not otherwise be brought or asserted. The Pledgor waives any objection that it may have to the location of the court in the city of New York once the Trustee has commenced a proceeding described in this paragraph including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens. (dc) The Pledgor agrees that neither any Holder of Notes nor (except as otherwise provided in this Pledge Agreement or the Indenture) the Collateral Agent Trustee in its capacity as Collateral Agent trustee shall have any liability to the Pledgor (whether arising in tort, contract or otherwise) for losses suffered by the Pledgor in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by this Pledge Agreement, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment of a court that is binding on the Collateral Agent Trustee or such Holder of Notes, as the case may be, that such losses were the result of acts or omissions on the part of the Collateral Agent Trustee or such Holders of Notes, as the case may be, constituting bad faith, gross negligence or willful misconduct. (ed) To the extent permitted by applicable law, the Pledgor waives the posting of any bond otherwise required of the Trustee, the Collateral Agent Trustee or any Holder of Notes in connection with any judicial process or proceeding to enforce any judgment or other court order pertaining to this Pledge Agreement or any related agreement or document entered in favor of the trustee, the Collateral Agent Trustee or any Holder of Notes, or to enforce by specific performance, temporary restraining order or preliminary or permanent injunction, this Pledge Agreement or any related agreement or document between the Pledgor on the one hand and the Trustee, the Collateral Agent Trustee and/or the Holders of the Notes on the other hand. [The remainder of this page intentionally left blank.]

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Damages. (a) This Pledge Agreement shall be governed by and interpreted under in accordance with the laws of the State of New York, and any dispute arising out of, connected with, related to, or incidental to the relationship established between the PledgorAventine, the Trustee, the Escrow Agent, the Collateral Agent Agent, the Securities Intermediary, and the Holders of the Notes in connection with this Pledge Agreement, and whether arising in contract, tort, equity or otherwise, shall be resolved in accordance with the laws of the State of New York. (b) The Pledgor Aventine hereby waives personal service of process in any suit, action or proceeding with respect to this Pledge Agreement and for actions brought under the U.S. Federal or state securities laws brought in any Federal or state court located in the City of New York (each a "“New York Court"”) and consents that all service of process in any such suit, action or proceeding shall be made by registered mail, return receipt requested, directed to the Pledgor Aventine at the address indicated in Section 17.113.01. Each of the parties hereto submits to the jurisdiction of any New York Court and to the courts of its corporate domicile with respect to any actions brought against it as defendant in any suit, action or proceeding arising out of, connected with, related to, or incidental to the relationship established among the PledgorAventine, the Trustee, the Collateral Agent, the Securities Intermediary, the Escrow Agent and the Holders in connection with this Pledge Agreement, and each of the parties hereto waives any objection that it may have to the laying of venue, including any pleading of forum non conveniens, with respect to any such action and waives any right to which it may be entitled on account of place of residence or domicile. (c) The Pledgor agrees that the Trustee shall, in its capacity as Trustee or in the name and on behalf of any Holder of Notes, have the right, to the extent permitted by applicable law, to proceed against the Pledgor or the Collateral in a court in any location reasonably selected in good faith (and having personal or in rem jurisdiction over the Pledgor or the Collateral, as the case may be) to enable the Trustee to realize on such Collateral, or to enforce a judgment or other court order entered in favor of the Trustee. The Pledgor agrees that it will not assert any counterclaims, setoffs or crossclaims in any proceeding brought by the Trustee to realize on such property or to enforce a judgment or other court order in favor of the Trustee, except for such counterclaims, setoffs or crossclaims which, if not asserted in any such proceeding, could not otherwise be brought or asserted. (d) The Pledgor Aventine agrees that neither any Holder of Notes nor (except as otherwise provided in this Pledge Agreement or the Indenture) the Collateral Escrow Agent in its capacity as Escrow Agent nor the Securities Intermediary nor the Collateral Agent shall have any liability to the Pledgor Aventine (whether arising in tort, contract or otherwise) for losses suffered by the Pledgor Aventine in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by this Pledge Agreement, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment of a court that is binding on the Collateral Agent or such Holder of Notes, as the case may be, that such losses were the result of acts or omissions on the part of the Escrow Agent, the Securities Intermediary, or the Collateral Agent or such Holders of Notes, as the case may be, constituting bad faith, gross negligence or willful misconduct. (e) To the extent permitted by applicable law, the Pledgor waives the posting of any bond otherwise required of the Trustee, the Collateral Agent or any Holder of Notes in connection with any judicial process or proceeding to enforce any judgment or other court order pertaining to this Pledge Agreement or any related agreement or document entered in favor of the trustee, the Collateral Agent or any Holder of Notes, or to enforce by specific performance, temporary restraining order or preliminary or permanent injunction, this Pledge Agreement or any related agreement or document between the Pledgor on the one hand and the Trustee, the Collateral Agent and/or the Holders of the Notes on the other hand.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Damages. (a) This Pledge Agreement shall be governed by by, and interpreted under construed in accordance with, the laws of the State of New York, and any dispute arising out of, connected with, related to, or incidental to the relationship established between the Pledgor, the Trustee, the Collateral Agent and the Holders of the Notes in connection with this Pledge Agreement, and whether arising in contract, tort, equity or otherwise, shall be resolved in accordance with the laws of the State state of New York. (b) The Pledgor hereby waives personal service of process in any suit, action or proceeding with respect to this Pledge Agreement and for actions brought under the U.S. Federal or state securities laws brought in any Federal or state court located in the City of New York (each a "New York Court") and consents that all service of process in any such suit, action or proceeding shall be made by registered mail, return receipt requested, directed to the Pledgor at the address indicated in Section 17.1. Each of the parties hereto submits to the jurisdiction of any New York Court and to the courts of its corporate domicile with respect to any actions brought against it as defendant in any suit, action or proceeding arising out of, connected with, related to, or incidental to the relationship established among the Pledgor, the Trustee, the Collateral Agent and the Holders in connection with this Pledge Agreement, and each of the parties hereto waives any objection that it may have to the laying of venue, including any pleading of forum non conveniens, with respect to any such action and waives any right to which it may be entitled on account of place of residence or domicile. (c) The Pledgor agrees that the Trustee shall, in its capacity as Trustee trustee or in the name and on behalf of any Holder of Notes, have the right, to the extent permitted by applicable law, to proceed against the Pledgor or the Collateral in a court in any location reasonably selected in good faith (and having personal or in rem jurisdiction over the Pledgor or the Collateral, as the case may be) to enable the Trustee to realize on such the Collateral, or to enforce a judgment or other court order entered in favor of the Trustee. The Pledgor agrees that it will not assert any counterclaims, setoffs or crossclaims in any proceeding brought by the Trustee to realize on such property or to enforce a judgment or other court order in favor of the Trustee, except for such counterclaims, setoffs or crossclaims which, if not asserted in any such proceeding, could not otherwise be brought or asserted. The Pledgor waives any objection that it may have to the location of the court in the city of New York once the Trustee has commenced a proceeding described in this paragraph including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens. (dc) The Pledgor agrees that neither any Holder of Notes nor (except as otherwise provided in this Pledge Agreement or the Indenture) the Collateral Agent Trustee in its capacity as Collateral Agent trustee shall have any liability to the Pledgor (whether arising in tort, contract or otherwise) for losses suffered by the Pledgor in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by this Pledge Agreement, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment of a court that is binding on the Collateral Agent Trustee or such Holder of Notes, as the case may be, that such losses were the result of acts or omissions on the part of the Collateral Agent Trustee or such Holders Holder of Notes, as the case may be, constituting bad faith, gross negligence or willful misconduct. (ed) To the extent permitted by applicable law, the Pledgor waives the posting of any bond otherwise required of the Trustee, the Collateral Agent Trustee or any Holder of Notes in connection with any judicial process or proceeding to enforce any judgment or other court order pertaining to this Pledge Agreement or any related agreement or document entered in favor of the trustee, the Collateral Agent Trustee or any Holder of Notes, or to enforce by specific performance, temporary restraining order or preliminary or permanent injunction, this Pledge Agreement or any related agreement or document between the Pledgor on the one hand and the Trustee, the Collateral Agent Trustee and/or the Holders of the Notes on the other hand. [The remainder of this page intentionally left blank.]

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Damages. (a) This Pledge Agreement shall be governed by and interpreted under in accordance with the laws of the State of New York, and any dispute arising out of, connected with, related to, or incidental to the relationship established between the PledgorVeraSun, the Trustee, the Escrow Agent, the Collateral Agent Agent, the Securities Intermediary, and the Holders of the Notes in connection with this Pledge Agreement, and whether arising in contract, tort, equity or otherwise, shall be resolved in accordance with the laws of the State of New York. (b) The Pledgor VeraSun hereby waives personal service of process in any suit, action or proceeding with respect to this Pledge Agreement and for actions brought under the U.S. Federal or state securities laws brought in any Federal or state court located in the City of New York (each a "New York CourtNEW YORK COURT") and consents that all service of process in any such suit, action or proceeding shall be made by registered mail, return receipt requested, directed to the Pledgor VeraSun at the address indicated in Section 17.113.1. Each of the parties hereto submits to the jurisdiction of any New York Court and to the courts of its corporate domicile with respect to any actions brought against it as defendant in any suit, action or proceeding arising out of, connected with, related to, or incidental to the relationship established among the PledgorVeraSun, the Trustee, the Collateral Agent, the Securities Intermediary, the Escrow Agent and the Holders in connection with this Pledge Agreement, and each of the parties hereto waives any objection that it may have to the laying of venue, including any pleading of forum non conveniens, with respect to any such action and waives any right to which it may be entitled on account of place of residence or domicile. (c) The Pledgor agrees that the Trustee shall, in its capacity as Trustee or in the name and on behalf of any Holder of Notes, have the right, to the extent permitted by applicable law, to proceed against the Pledgor or the Collateral in a court in any location reasonably selected in good faith (and having personal or in rem jurisdiction over the Pledgor or the Collateral, as the case may be) to enable the Trustee to realize on such Collateral, or to enforce a judgment or other court order entered in favor of the Trustee. The Pledgor agrees that it will not assert any counterclaims, setoffs or crossclaims in any proceeding brought by the Trustee to realize on such property or to enforce a judgment or other court order in favor of the Trustee, except for such counterclaims, setoffs or crossclaims which, if not asserted in any such proceeding, could not otherwise be brought or asserted. (d) The Pledgor VeraSun agrees that neither any Holder of Notes nor (except as otherwise provided in this Pledge Agreement or the Indenture) the Collateral Escrow Agent in its capacity as Escrow Agent nor the Securities Intermediary nor the Collateral Agent shall have any liability to the Pledgor VeraSun (whether arising in tort, contract or otherwise) for losses suffered by the Pledgor VeraSun in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by this Pledge Agreement, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment of a court that is binding on the Collateral Agent or such Holder of Notes, as the case may be, that such losses were the result of acts or omissions on the part of the Escrow Agent, the Securities Intermediary, or the Collateral Agent or such Holders of Notes, as the case may be, constituting bad faith, gross negligence or willful misconduct. (e) To the extent permitted by applicable law, the Pledgor waives the posting of any bond otherwise required of the Trustee, the Collateral Agent or any Holder of Notes in connection with any judicial process or proceeding to enforce any judgment or other court order pertaining to this Pledge Agreement or any related agreement or document entered in favor of the trustee, the Collateral Agent or any Holder of Notes, or to enforce by specific performance, temporary restraining order or preliminary or permanent injunction, this Pledge Agreement or any related agreement or document between the Pledgor on the one hand and the Trustee, the Collateral Agent and/or the Holders of the Notes on the other hand.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Damages. (a) This Pledge Agreement shall be governed by by, and interpreted under construed in accordance with, the laws of the State of New York, and York without giving effect to any dispute arising out of, connected with, related to, choice of law or incidental to the relationship established between the Pledgor, the Trustee, the Collateral Agent and the Holders conflict of law provision or rule (whether of the Notes in connection with this Pledge Agreement, and whether arising in contract, tort, equity State of New York or otherwise, shall be resolved in accordance with any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. (b) The Pledgor hereby waives personal service of process in any suit, action or proceeding with respect to this Pledge Agreement and for actions brought under the U.S. Federal or state securities laws brought in any Federal or state court located in the City of New York (each a "New York Court") and consents that all service of process in any such suit, action or proceeding shall be made by registered mail, return receipt requested, directed to the Pledgor at the address indicated in Section 17.1. Each of the parties hereto submits to the jurisdiction of any New York Court and to the courts of its corporate domicile with respect to any actions brought against it as defendant in any suit, action or proceeding arising out of, connected with, related to, or incidental to the relationship established among the Pledgor, the Trustee, the Collateral Agent and the Holders in connection with this Pledge Agreement, and each of the parties hereto waives any objection that it may have to the laying of venue, including any pleading of forum non conveniens, with respect to any such action and waives any right to which it may be entitled on account of place of residence or domicile. (ca) The Pledgor agrees that the Trustee shall, in its capacity as Trustee or in the name and on behalf of any Holder of Notes, Agent shall have the right, to the extent permitted by applicable law, to proceed against the Pledgor or the Collateral in a court in any location reasonably selected in good faith (and having personal or in rem jurisdiction over the Pledgor or the Collateral, as the case may be) to enable the Trustee Agent to realize on such the Collateral, or to enforce a judgment or other court order entered in favor of the TrusteeAgent. The Pledgor agrees that it will not assert any counterclaims, setoffs or crossclaims in any proceeding brought by the Trustee Agent to realize on such property or to enforce a judgment or other court order in favor of the TrusteeAgent, except for such counterclaims, setoffs or crossclaims which, if not asserted in any such proceeding, could not otherwise be brought or asserted. The Pledgor waives any objection that it may have to the location of the court in The City of New York once the Agent has commenced a proceeding described in this paragraph including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens. (db) The Pledgor agrees that neither any Holder of Notes the Agent nor the Holders (except as otherwise provided in this Pledge Agreement or the IndentureAgreement) the Collateral Agent in its capacity as Collateral Agent shall have any liability to the Pledgor (whether arising in tort, contract or otherwise) for losses suffered by the Pledgor in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by this Pledge Agreement, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment of a court that is binding on the Collateral Agent or such Holder of NotesHolder, as the case may be, that such losses were the result of acts or omissions on the part of the Collateral Agent or such Holders of NotesHolder, as the case may be, constituting bad faith, gross negligence or willful misconduct. (ec) To the extent permitted by applicable law, the Pledgor waives the posting of any bond otherwise required of the Trustee, the Collateral Agent or any Holder of Notes the Holders in connection with any judicial process or proceeding to enforce any judgment or other court order pertaining to this Pledge Agreement or any related agreement or document entered in favor of the trustee, the Collateral Agent or any Holder of Notesthe Holders, or to enforce by specific performance, temporary restraining order or preliminary or permanent injunction, this Pledge Agreement or any related agreement or document between the Pledgor on the one hand and the Trustee, the Collateral Agent and/or the Holders of the Notes on the other hand. (d) The Pledgor hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Damages. (ai) This Pledge Agreement shall be governed by by, and interpreted under construed in accordance with, the laws of the State of New York, and any dispute arising out of, connected with, related to, or incidental to the relationship established between the Pledgor, the Trustee, the Collateral Agent and the Holders of the Notes in connection with this Pledge Agreement, and whether arising in contract, tort, equity or otherwise, shall be resolved in accordance with the laws of the State state of New York. (b) The Pledgor hereby waives personal service of process in any suit, action or proceeding with respect to this Pledge Agreement and for actions brought under the U.S. Federal or state securities laws brought in any Federal or state court located in the City of New York (each a "New York Court") and consents that all service of process in any such suit, action or proceeding shall be made by registered mail, return receipt requested, directed to the Pledgor at the address indicated in Section 17.1. Each of the parties hereto submits to the jurisdiction of any New York Court and to the courts of its corporate domicile with respect to any actions brought against it as defendant in any suit, action or proceeding arising out of, connected with, related to, or incidental to the relationship established among the Pledgor, the Trustee, the Collateral Agent and the Holders in connection with this Pledge Agreement, and each of the parties hereto waives any objection that it may have to the laying of venue, including any pleading of forum non conveniens, with respect to any such action and waives any right to which it may be entitled on account of place of residence or domicile. (cii) The Pledgor agrees that the Trustee shall, in its capacity as Trustee trustee or in the name and on behalf of any Holder of Notes, have the right, to the extent permitted by applicable law, to proceed against the Pledgor or the Collateral in a court in any location reasonably selected in good faith (and having personal or in rem jurisdiction over the Pledgor or the Collateral, as the case may be) to enable the Trustee to realize on such the Collateral, or to enforce a judgment or other court order entered in favor of the Trustee. The Pledgor agrees that it will not assert any counterclaims, setoffs or crossclaims in any proceeding brought by the Trustee to realize on such property or to enforce a judgment or other court order in favor of the Trustee, except for such counterclaims, setoffs or crossclaims which, if not asserted in any such proceeding, could not otherwise be brought or asserted. The Pledgor waives any objection that it may have to the location of the court in the city of New York once the Trustee has commenced a proceeding described in this paragraph including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens. (diii) The Pledgor agrees that neither any Holder of Notes nor (except as otherwise provided in this Pledge Agreement or the Indenture) the Collateral Agent Trustee in its capacity as Collateral Agent trustee shall have any liability to the Pledgor (whether arising in tort, contract or otherwise) for losses suffered by the Pledgor in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by this Pledge Agreement, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment of a court that is binding on the Collateral Agent or such Holder of Notes, as the case may be, that such losses were the result of acts or omissions on the part of the Collateral Agent Trustee or such Holders Holder of Notes, as the case may be, constituting bad faith, gross negligence or willful misconduct. (eiv) To the extent permitted by applicable law, the Pledgor waives the posting of any bond otherwise required of the Trustee, the Collateral Agent Trustee or any Holder of Notes in connection with any judicial process or proceeding to enforce any judgment or other court order pertaining to this Pledge Agreement or any related agreement or document entered in favor of the trustee, the Collateral Agent Trustee or any Holder of Notes, or to enforce by specific performance, temporary restraining order or preliminary or permanent injunction, this Pledge Agreement or any related agreement or document between the Pledgor on the one hand and the Trustee, the Collateral Agent Trustee and/or the Holders of the Notes on the other hand.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Damages. (a) This Pledge Agreement shall be governed by and interpreted under the laws of the State of New Yorkby, and any dispute arising out of, connected construed in accordance with, related to, or incidental to the relationship established between the Pledgor, the Trustee, the Collateral Agent and the Holders of the Notes in connection with this Pledge Agreement, and whether arising in contract, tort, equity or otherwise, shall be resolved in accordance with the laws of the State of New York. (b) The Pledgor hereby waives personal service of process in any suit, action or proceeding with respect to this Pledge Agreement and for actions brought under the U.S. Federal or state securities laws brought in any Federal or state court located in the City of New York (each a "New York Court") and consents that all service of process in any such suit, action or proceeding shall be made by registered mail, return receipt requested, directed to the Pledgor at the address indicated in Section 17.1. Each of the parties hereto submits to the jurisdiction of any New York Court and to the courts of its corporate domicile with respect to any actions brought against it as defendant in any suit, action or proceeding arising out of, connected with, related to, or incidental to the relationship established among the Pledgor, the Trustee, the Collateral Agent and the Holders in connection with this Pledge Agreement, and each of the parties hereto waives any objection that it may have to the laying of venue, including any pleading of forum non conveniens, with respect to any such action and waives any right to which it may be entitled on account of place of residence or domicile. (c) The Pledgor agrees that the Trustee shall, in its capacity as Trustee trustee or in the name and on behalf of any Holder the Holders of NotesSolectron Debentures, have the right, to the extent permitted by applicable law, to proceed against the Pledgor or the Collateral in a court in any location reasonably selected in good faith (and having personal or in rem jurisdiction over the Pledgor or the Collateral, as the case may be) to enable the Trustee to realize on such the Collateral, or to enforce a judgment or other court order entered in favor of the Trustee. The Pledgor agrees that it will not assert any counterclaims, setoffs or crossclaims in any proceeding brought by the Trustee to realize on such property or to enforce a judgment or other court order in favor of the Trustee, except for such counterclaims, setoffs or crossclaims which, if not asserted in any such proceeding, could not otherwise be brought or asserted. The Pledgor waives any objection that it may have to the location of the court in The City of New York once the Trustee has commenced a proceeding described in this paragraph including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens. (dc) The Pledgor agrees that neither any Holder the Holders of Notes Solectron Debentures nor (except as otherwise provided in this Pledge Agreement or the Solectron Indenture) the Collateral Agent Trustee in its capacity as Collateral Agent trustee shall have any liability to the Pledgor (whether arising in tort, contract or otherwise) for losses suffered by the Pledgor in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by this Pledge Agreement, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment of a court that is binding on the Collateral Agent Trustee or such Holder of NotesSolectron Debentures, as the case may be, that such losses were the result of acts or omissions on the part of the Collateral Agent Trustee or such Holders Holder of NotesSolectron Debentures, as the case may be, constituting bad faith, gross negligence or willful misconduct. (ed) To the extent permitted by applicable law, the Pledgor waives the posting of any bond otherwise required of the Trustee, Trustee or the Collateral Agent or any Holder Holders of Notes Solectron Debentures in connection with any judicial process or proceeding to enforce any judgment or other court order pertaining to this Pledge Agreement or any related agreement or document entered in favor of the trustee, Trustee or the Collateral Agent or any Holder Holders of NotesSolectron Debentures, or to enforce by specific performance, temporary restraining order or preliminary or permanent injunction, this Pledge Agreement or any related agreement or document between the Pledgor on the one hand and the Trustee, the Collateral Agent Trustee and/or the Holders of the Notes Solectron Debentures on the other hand.