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

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New York. The Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (b) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the internal 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 those of the State of New York. The Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all Any legal proceedings suit, action or proceeding arising out of or relating to based upon this Agreement or the transactions contemplated herebyhereby or thereby shall be brought in the federal or state courts located in the State of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts (and the appropriate appellate courts therefrom) in any such suit, action or proceeding. The Borrower parties irrevocably waives, to the fullest extent permitted by law, and unconditionally waive any objection which it may now or hereafter have to the laying of the venue of any suit, action or any proceeding in any such court and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (b) . Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE, REPRESENTATIVE OR AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER AND IN THE EVENT OF A LEGAL ACTION, (B) ACKNOWLEDGES THAT IT SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE OTHER PARTIES HERETO HAVE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 5.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the internal 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 those of the State of New York. The Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all Any legal proceedings suit, action or proceeding arising out of or relating to based upon this Agreement or the transactions contemplated herebyhereby or thereby shall be brought in the federal or state courts located in the State of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts (and the appropriate appellate courts therefrom) in any such suit, action or proceeding. The Borrower parties irrevocably waives, to the fullest extent permitted by law, and unconditionally waive any objection which it may now or hereafter have to the laying of the venue of any suit, action or any proceeding in any such court and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (b) . Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE, REPRESENTATIVE OR AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER AND IN THE EVENT OF A LEGAL ACTION, (B) ACKNOWLEDGES THAT IT SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE OTHER PARTIES HERETO HAVE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 4.8.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This The construction, interpretation and performance of this Agreement and each Note shall be governed by and construed in accordance with according to the laws of the State of New York. The Borrower hereby submits , without regard to the nonexclusive jurisdiction conflicts of laws principles (other than Section 5-1401 and Section 5-1402 of the United States District Court for General Obligations Law of the Southern District State of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumYork). (b) Each of Pentair and nVent, on behalf of itself and the members of its Group, hereby irrevocably (i) agrees that any Dispute shall be subject to the exclusive jurisdiction of the state and federal courts located in Minneapolis, Minnesota, (ii) waives any claims of forum non conveniens, and agrees to submit to the jurisdiction of such courts, as provided in MINN. STAT. § 542.09 (2016) and (iii) agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 11.7 shall be effective service of process for any litigation brought against it in any such court or for the taking of any other acts as may be necessary or appropriate in order to effectuate any judgment of said courts. (c) EACH PARTY HERETO OF THE PARTIES HEREBY IRREVOCABLY WAIVES, WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)BY THIS AGREEMENT. EACH PARTY HERETO OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 11.4(C).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New YorkTHIS ESCROW AGREEMENT AND THE ESCROW ACCOUNT WILL BE INTERPRETED, CONSTRUED, ENFORCED AND ADMINISTERED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated herebyTHE PARTIES HEREBY SUBMIT TO THE PERSONAL JURISDICTION OF, AND EACH AGREES THAT ALL PROCEEDINGS RELATING HERETO WILL BE BROUGHT IN COURTS LOCATED WITHIN, THE CITY AND STATE OF NEW YORK. The Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (b) EACH PARTY HERETO OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUCH LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)ESCROW AGREEMENT. EACH PARTY HERETO OF THE PARTIES (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THAN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT TRUSTEE AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED ESCROW AGENT) WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO ENTER INTO THIS AGREEMENT SERVICE OF PROCESS BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO IT AT THE ADDRESS LAST SPECIFIED FOR NOTICES HEREUNDER, AND SUCH SERVICE WILL BE DEEMED COMPLETED TEN (10) CALENDAR DAYS AFTER THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSAME IS SO MAILED.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) a. This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of Virginia without regard to principles of conflicts of laws. b. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the Eastern District of New York. The Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. c. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement, the transactions contemplated herebyNote or any related document or agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Borrower irrevocably waives, Nothing contained herein shall be deemed to the fullest extent limit in any way any right to serve process in any other manner permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (b) d. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT OR THE NOTE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGREEMENT, THE NOTE, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)THEREBY. EACH PARTY HERETO TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER AND IN THE EVENT OF A LEGAL ACTION, (B) ACKNOWLEDGES THAT IT SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND THE OTHER PARTIES HERETO HAVE (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 8.d.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the internal 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 those of the State of New York. The Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all Any legal proceedings suit, action or proceeding arising out of or relating to based upon this Agreement or the transactions contemplated herebyhereby or thereby shall be brought in the federal or state courts located in the State of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts (and the appropriate appellate courts therefrom) in any such suit, action or proceeding. The Borrower parties irrevocably waives, to the fullest extent permitted by law, and unconditionally waive any objection which it may now or hereafter have to the laying of the venue of any suit, action or any proceeding in any such court and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (b) . Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE, REPRESENTATIVE OR AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER AND IN THE EVENT OF A LEGAL ACTION, (B) ACKNOWLEDGES THAT IT SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE OTHER PARTIES HERETO HAVE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 4.8.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Letter Agreement and each Note all matters arising directly or indirectly herefrom shall be governed by by, construed and construed enforced in accordance with the laws of the State of New York. The Borrower hereby submits , without giving effect to the nonexclusive jurisdiction any principles of conflict of laws (whether of the United States District Court for the Southern District State of New York and or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York State court sitting in New York City for purposes of all legal York. b) Any actions, suits or proceedings arising out of or relating to this Letter Agreement shall be heard and determined in any state or federal court sitting in the transactions contemplated hereby. Borough of Manhattan, The Borrower City of New York, and each of the parties hereto hereby irrevocably waives, submits to the fullest extent permitted by lawexclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, any objection which it may now suit or hereafter have proceeding and irrevocably waives the defense of an inconvenient forum to the laying of the venue maintenance of any such proceeding brought action, suit or proceeding. The parties hereto agree that a final judgment in such a court and any claim that any such action, suit or proceeding brought shall be conclusive and may be enforced in such a court has been brought other jurisdictions by suit on the judgment or in an inconvenient forumany other manner provided by applicable law. (bc) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT LETTER AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)BY THIS LETTER AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND WAIVER, (B) ACKNOWLEDGES THAT IT EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE OTHER PARTIES HERETO HAVE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 8(c).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the internal 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 those of the State of New York. The Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all Any legal proceedings suit, action or proceeding arising out of or relating to based upon this Agreement or the transactions contemplated herebyhereby or thereby shall be brought in the federal or state courts located in the State of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts (and the appropriate appellate courts therefrom) in any such suit, action or proceeding. The Borrower parties irrevocably waives, to the fullest extent permitted by law, and unconditionally waive any objection which it may now or hereafter have to the laying of the venue of any suit, action or any proceeding in any such court and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (b) . Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE, REPRESENTATIVE OR AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER AND IN THE EVENT OF A LEGAL ACTION, (B) ACKNOWLEDGES THAT IT SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE OTHER PARTIES HERETO HAVE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 5.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New York. The Borrower THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. (b) Each party hereto hereby irrevocably submits to the nonexclusive non-exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State or Federal court sitting in New York City for purposes of all legal proceedings in any action or proceeding arising out of or relating to this Agreement the Transaction Documents, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the transactions contemplated herebyextent permitted by law, in such Federal court. The Borrower parties hereto hereby irrevocably waiveswaive, to the fullest extent permitted they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (bc) EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVESKNOWINGLY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY LITIGATION BASED HEREON, OR INDIRECTLY ARISING OUT OF OF, UNDER, OR RELATING TO IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TRANSACTION DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE SELLER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT PURCHASER OR ANY OTHER THEORY)AFFECTED PERSON. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER ACKNOWLEDGES AND (B) ACKNOWLEDGES AGREES THAT IT HAS RECEIVED FULL AND THE SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PARTIES HERETO HAVE BEEN INDUCED PROVISION OF EACH OTHER TRANSACTION DOCUMENT TO ENTER WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ITS ENTERING INTO THIS AGREEMENT AND THE EACH SUCH OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONTRANSACTION DOCUMENT.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This All matters arising out of or relating to this Agreement and each Note shall be governed by and construed in accordance with the internal laws of the State of New York. The Borrower hereby submits Texas without giving effect to the nonexclusive jurisdiction any choice or conflict of law provision or rule (whether of the United States District Court for the Southern District State of New York and of Texas or any New York State court sitting in New York City for purposes of all legal proceedings other jurisdiction). Any Action arising out of or relating related to this Agreement or the transactions contemplated hereby. The Borrower hereby may be instituted in the federal courts of the United States of America or the courts of the State of Texas, and each party irrevocably waives, submits to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying exclusive jurisdiction of the venue of such courts in any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumAction. (b) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AGREEMENT, INCLUDING ANY OTHER LOAN DOCUMENT EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT: (AI) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY THE OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH THE OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER AND IN THE EVENT OF A LEGAL ACTION; (BII) ACKNOWLEDGES THAT IT AND EACH PARTY HAS CONSIDERED THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO IMPLICATIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.WAIVER;

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note letter agreement shall be governed by and construed and enforced in accordance with the Laws of the State of New York without giving effect to the choice of law principles thereof that would cause another State’s laws to apply. (b) Each party (i) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, in any way relating to this letter agreement in any forum other than exclusively in the Supreme Court of the State of New York. The Borrower hereby submits to , or, if under applicable Law, exclusive jurisdiction is vested in the nonexclusive jurisdiction of federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), (ii) submits for itself and its property with respect to any such action to the exclusive jurisdiction of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower irrevocably such courts, (iii) waives and hereby irrevocable waives, to the fullest extent permitted by lawLaw, any objection which it may now or hereafter have to the laying of venue of, and the venue defense of an inconvenient forum to the maintenance of, any such proceeding brought action in any such a court and any claim (iv) agrees that a final judgment in any such proceeding brought action shall be conclusive and may be enforced in such a court has been brought other jurisdictions by suit on the judgment or in an inconvenient forumany other manner provided by Xxx. (bc) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO HEREBY (Ai) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (Bii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 5.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Letter Agreement and each Note all matters arising directly or indirectly herefrom shall be governed by by, construed and construed enforced in accordance with the laws of the State of New York. The Borrower hereby submits , without giving effect to the nonexclusive jurisdiction any principles of conflict of laws (whether of the United States District Court for the Southern District State of New York and or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York State court sitting in New York City for purposes of all legal York. b) Any actions, suits or proceedings arising out of or relating to this Letter Agreement shall be heard and determined in any state or federal court sitting in the transactions contemplated hereby. Borough of Manhattan, The Borrower City of New York, and each of the parties hereto hereby irrevocably waives, submits to the fullest extent permitted by lawexclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, any objection which it may now suit or hereafter have proceeding and irrevocably waives the defense of an inconvenient forum to the laying of the venue maintenance of any such proceeding brought action, suit or proceeding. The parties hereto agree that a final judgment in such a court and any claim that any such action, suit or proceeding brought shall be conclusive and may be enforced in such a court has been brought other jurisdictions by suit on the judgment or in an inconvenient forumany other manner provided by applicable law. (bc) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT LETTER AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)BY THIS LETTER AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND WAIVER, (B) ACKNOWLEDGES THAT IT EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE OTHER PARTIES HERETO HAVE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 7(c).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be deemed to be a contract made under the laws of The Commonwealth of Massachusetts and each Note for all purposes shall be governed by and construed in accordance with the internal laws of the State said Commonwealth, without regard to principles of New Yorkconflicts of laws. The Borrower Each party hereto hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York Massachusetts and of any New York State Massachusetts state court sitting in New York City Boston for purposes of all legal proceedings arising out of or relating to this Agreement agreement or the transactions contemplated hereby. The Borrower Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (b) . TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESWAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DEFENDANT OR OTHERWISE) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING DIRECTLY OR INDIRECTLY INVESTIGATION ARISING OUT OF OR RELATING TO BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY OTHER LOAN DOCUMENT WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY HEREBY, IN EACH CASE WHETHER NOW EXISTING OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)HEREAFTER ARISING. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND HAS BEEN INFORMED BY THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER THAT THIS SECTION 5 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONAGREEMENT. Any party hereto may file an original counterpart or a copy of this Section 5 with any court as written evidence of the consent of each party hereto to the waiver of its right to trial by jury.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New YorkTHIS AGREEMENT AND EACH NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (b) EACH PARTY HERETO HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HERETO WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY HEREBY. (WHETHER BASED ON CONTRACTb) On or prior to the Effective Date, TORT OR ANY OTHER THEORYeach Non-U.S. Borrower has appointed Corporation Service Company (the “Service of Process Agent”), with an office on the Effective Date at 00 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 10036-8401, United States, as its agent for service of process to receive on its behalf and its property service of the summons and complaints and any other process which may be served in any proceeding referred to in Section 11.08(a); provided that a copy of such process shall also be mailed in the manner provided in Section 11.01. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVESuch service may be made by mailing or delivering a copy of such process to such Non-U.S. Borrower in care of the Service of Process Agent at its address set forth above, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONand each Non-U.S. Borrower hereby irrevocably authorizes and directs the Service of Process Agent to accept such service on its behalf. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 11.01. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed in all respects by and construed in accordance with the internal laws of the State of New YorkDelaware as applied to agreements entered into among Delaware residents to be performed entirely within Delaware, without regard to principles of conflicts of law. The Borrower Each party hereto hereby submits to irrevocably agrees that any action, suit or proceeding between or among the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of parties hereto, whether arising in contract, tort or otherwise, arising in connection with any New York State court sitting in New York City for purposes of all legal proceedings disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any related document or any of the transactions contemplated hereby. The Borrower hereby or thereby (“Legal Dispute”) shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware or the federal courts located in the State of Delaware, and each party hereto hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such a court and any claim or that any such suit, action or proceeding that is brought in any such a court has been brought in an inconvenient forum. (b) . EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL PROCEEDING DIRECTLY DISPUTE RELATING TO THIS AGREEMENT OR INDIRECTLY THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY HERETO SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACTHEREBY. FURTHERMORE, TORT OR ANY OTHER THEORY). EACH NO PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SHALL SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS LEGAL PROCEEDING IN THIS SECTIONWHICH A JURY TRIAL CANNOT BE WAIVED.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the internal laws of the State of New York. 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). (b) The Borrower parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby submits to the nonexclusive jurisdiction of shall be brought in the United States District Court for the Southern District of New York and of or any New York State court sitting in New York City for purposes City, so long as one of all legal proceedings such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of or relating to this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or the transactions contemplated hereby. The Borrower proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10.02 shall be deemed effective service of process on such party. (bc) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY AGREEMENT, THE OTHER LOAN DOCUMENT TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)THEREBY. EACH PARTY HERETO TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER AND IN THE EVENT OF A LEGAL ACTION, (B) ACKNOWLEDGES THAT IT SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND THE OTHER PARTIES HERETO HAVE (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 10.10(c).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be construed and each Note enforced in accordance with, and the rights and duties of the parties shall be governed by and construed in accordance with by, the laws law of the State of New York. The Borrower hereby submits Delaware, without regard to principles of conflicts of laws that would result in the nonexclusive jurisdiction application of the United States District Court for the Southern District of New York and law of any New York State court sitting other jurisdiction. (b) Each party agrees that it will bring any action or proceeding in New York City for purposes respect of all legal proceedings any claim arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower hereby exclusively in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, another federal or state court of competent jurisdiction located in the State of Delaware (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably waives, submits to the fullest extent permitted by lawexclusive jurisdiction of the Chosen Courts, (ii) waives any objection which it may now or hereafter have to the laying of the venue of in any such action or proceeding brought in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such a court and any claim that party in any such action or proceeding brought will be effective if notice is given in such a court has been brought in an inconvenient forumaccordance with Section 7.11. (bc) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT: (AI) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (BIV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSection 7.4(c).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) a. This Letter Agreement and each Note all matters arising directly or indirectly herefrom shall be governed by by, construed and construed enforced in accordance with the laws of the State of New York. The Borrower hereby submits , without giving effect to the nonexclusive jurisdiction any principles of conflict of laws (whether of the United States District Court for the Southern District State of New York and or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York State court sitting in New York City for purposes of all legal York. b. Any actions, suits or proceedings arising out of or relating to this Letter Agreement shall be heard and determined in any state or federal court sitting in the transactions contemplated hereby. Borough of Manhattan, The Borrower City of New York, and each of the parties hereto hereby irrevocably waives, submits to the fullest extent permitted by lawexclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, any objection which it may now suit or hereafter have proceeding and irrevocably waives the defense of an inconvenient forum to the laying of the venue maintenance of any such proceeding brought action, suit or proceeding. The parties hereto agree that a final judgment in such a court and any claim that any such action, suit or proceeding brought shall be conclusive and may be enforced in such a court has been brought other jurisdictions by suit on the judgment or in an inconvenient forumany other manner provided by applicable law. (b) c. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT LETTER AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)BY THIS LETTER AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND WAIVER, (B) ACKNOWLEDGES THAT IT EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE OTHER PARTIES HERETO HAVE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 10(c).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT, THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (a) This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New YorkWITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF). The Borrower Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Purchase Contract Agent, hereby submits submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State state court sitting in New York City for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Purchase Contract Agent, irrevocably waiveswaive, to the fullest extent permitted by applicable law, any objection which it they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each of the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary irrevocably waives, to the fullest extent permitted by applicable law, 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. (b) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This All matters arising out of or relating to this Agreement and each Note shall be governed by and construed in accordance with the internal laws of the State of New YorkYork without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). The Borrower Any legal suit, action, proceeding, or dispute arising out of or related to this Agreement, the other Transaction Documents, or the transactions contemplated hereby submits to or thereby may be instituted in the nonexclusive jurisdiction federal courts of the United States District Court for of America or the Southern District courts of the State of New York in each case located in the city of New York and county of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower York, and each party irrevocably waives, submits to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying exclusive jurisdiction of the venue of such courts in any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumsuit, action, proceeding, or dispute. (b) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY ACTION, PROCEEDING, CAUSE OF ACTION, OR INDIRECTLY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AGREEMENT, INCLUDING ANY EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENT TRANSACTION DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)THEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT: (AI) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY THE OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH THE OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (II) EACH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) EACH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND (BIV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.. Table of Contents

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be construed and each Note enforced in accordance with, and the rights and duties of the parties shall be governed by and construed in accordance with by, the laws law of the State of New York. The Borrower hereby submits , without regard to the nonexclusive jurisdiction principles of the United States District Court for the Southern District conflicts of New York and laws. (b) Each party agrees that it will bring any action or proceeding in respect of any New York State court sitting in New York City for purposes of all legal proceedings claim arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower hereby exclusively in the United States District Court located in the Borough of Manhattan in the City of New York or, if such court does not accept jurisdiction over the applicable action or proceeding, the state courts of the State of New York located in the Borough of Manhattan in the City of New York (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably waives, submits to the fullest extent permitted by lawexclusive jurisdiction of the Chosen Courts, (ii) waives any objection which it may now or hereafter have to the laying of the venue of in any such action or proceeding brought in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such a court and any claim that party in any such action or proceeding brought will be effective if notice is given in such a court has been brought in an inconvenient forumaccordance with Section 4.11. (bc) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT: (AI) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (BIV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 4.06(c).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York, without regard 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. The Borrower hereby In addition, each of the parties (a) expressly submits to the nonexclusive personal jurisdiction and venue of the United States District Court for the Southern District of New York state and of any New York State court sitting federal courts located in New York City for purposes of all legal proceedings arising County, New York, in the event any dispute (whether in contract, tort or otherwise) arises out of this Agreement or the transactions contemplated hereby, (b) expressly waives any claim of lack of personal jurisdiction or improper venue and any claims that such courts are an inconvenient forum, and (c) agrees that it shall not bring any claim, action or proceeding relating to this Agreement or the transactions contemplated herebyhereby in any court other than the state or federal courts of New York County, New York. The Borrower Each party hereby irrevocably waivesconsents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail or by overnight courier service, postage prepaid, to the fullest extent permitted by lawits address set forth in Section 8.6, any objection which it may now or hereafter have such service to the laying of the venue of any become effective 10 days after such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (b) mailing. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL CLAIM, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)HEREBY. EACH PARTY HERETO (Ai) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (Bii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 8.5.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New YorkDelaware. The Borrower Each of the parties hereto hereby submits irrevocably and unconditionally consents to submit to the nonexclusive exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan and of the United States District Court for the of America Southern District of New York and of for any New York State court sitting in New York City for purposes of all legal actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby, and each of the parties hereto agrees not to commence any action, suit or proceeding relating hereto or thereto except in such courts. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, or the transactions contemplated hereby. The Borrower irrevocably waiveshereby or thereby, to in the fullest extent permitted by law, any objection which it may now or hereafter have to the laying courts of the venue State of New York located in the Borough of Manhattan and of the United States of America Southern District of New York , and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorneys’ fees. (b) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY AGREEMENT, THE OTHER LOAN DOCUMENT TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)THEREBY. EACH PARTY HERETO TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER AND IN THE EVENT OF A LEGAL ACTION, (B) ACKNOWLEDGES THAT IT SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND THE OTHER PARTIES HERETO HAVE (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 10.10(B).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the laws internal Laws of the State of New York. The Borrower 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). (b) Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby submits to the nonexclusive jurisdiction of may be instituted exclusively in the United States District Court for the Southern District of New York York, and each Party irrevocably submits to the exclusive jurisdiction of such court in any New York State court sitting such suit, action or proceeding. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated herebysuch court. The Borrower Parties irrevocably waives, to the fullest extent permitted by law, and unconditionally waive any objection which it may now or hereafter have to the laying of the venue of any suit, action or any proceeding in such court and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (bc) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)HEREBY. EACH PARTY HERETO TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER AND IN THE EVENT OF A LEGAL ACTION, (B) ACKNOWLEDGES THAT IT SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND THE OTHER PARTIES HERETO HAVE (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 3.10(C).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be is governed by and construed in accordance with the laws Laws of the State Province of New York. The Borrower hereby submits British Columbia and the federal Laws of Canada applicable in the Province of British Columbia, without regard to any choice or conflict of law provision, whether of that province or any other jurisdiction, that would cause the application of the Law of any other jurisdiction. (b) Each Party irrevocably and unconditionally consents to submit to the nonexclusive exclusive jurisdiction of the United States District Court courts of the Province of British Columbia located in the City of Vancouver, British Columbia (the “Chosen Court”), for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating action related to this Agreement or and the transactions contemplated herebyTransaction, and no Party may commence any action related thereto except in the Chosen Court. The Borrower Each Party irrevocably waives, to the fullest extent permitted by law, and unconditionally waives any objection which it may now or hereafter have to venue in the laying of Chosen Court for any action related to this Agreement and the venue of Transaction, and it shall not plead or claim in any such proceeding court that an action brought in such a court and any claim that any such proceeding brought in such a court the Chosen Court has been brought in an inconvenient forum. A Party may file a copy of this Section 10.10 with any court as evidence of the knowing, voluntary and bargained agreement of the Parties irrevocably to waive any objections to venue or to convenience of forum of the Chosen Court. (bc) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE HAS TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING ACTION BROUGHT BY A PARTY RELATED TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OF THE TRANSACTIONS. NO PARTY MAY SEEK A JURY TRIAL IN ANY ACTION ARISING OUT OF OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT RELATED TO THIS AGREEMENT OR ANY OTHER THEORY)OF THE TRANSACTIONS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVEIT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, AGENT OR ATTORNEY OF ANY OTHER PERSON MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTIONSection 10.10(c).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New York. The Texas without giving effect to principles thereof relating to conflicts of law; provided, however, that pursuant to Section 346.004 of the Finance Code of Texas, the Borrower hereby submits agrees that Chapter 346 of such Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) shall not govern or in any manner apply to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated herebyLoans. ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO, OR FROM THIS AGREEMENT MAY BE LITIGATED, AT THE SOLE DISCRETION AND ELECTION OF THE ADMINISTRATIVE AGENT, IN COURTS HAVING SITUS IN DALLAS, DALLAS COUNTY, TEXAS. THE BORROWER HEREBY SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE, OR FEDERAL COURT LOCATED IN DALLAS, DALLAS COUNTY, TEXAS, AND HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO TRANSFER OR CHANGE THE JURISDICTION OR VENUE OF ANY LITIGATION BROUGHT AGAINST IT BY THE BANKS IN ACCORDANCE WITH THIS SECTION. The Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (b) . BORROWER AND LENDERS EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVE ANY RIGHT IT MAY HAVE TO A JURY TRIAL BY JURY IN WITH RESPECT TO ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, THE NOTES OR ANY THE OTHER LOAN DOCUMENT DOCUMENTS RELATED THERETO OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONTHEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New York. The Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any 56 such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (b) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be is governed by the Laws of the state of Delaware applicable to agreements made and construed to be performed entirely in accordance with that state, without regard to any choice or conflict of law provision, whether of that state or any other jurisdiction, that would cause the laws application of the Law of any other jurisdiction. (b) Each Party irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the United States of America or the courts of the State of New York. The Borrower hereby submits to Delaware, in each case, located in the nonexclusive jurisdiction State of Delaware (as applicable, the United States District Court “Chosen Court”), for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating action related to this Agreement or and the transactions contemplated herebyTransactions, and no Party may commence any action related thereto except in the Chosen Court. The Borrower Each Party irrevocably waives, to the fullest extent permitted by law, and unconditionally waives any objection which it may now or hereafter have to venue in the laying of Chosen Court for any action related to this Agreement and the venue of Transactions, and it shall not plead or claim in any such proceeding court that an action brought in such a court and any claim that any such proceeding brought in such a court the Chosen Court has been brought in an inconvenient forum. A Party may file a copy of this Section 10.09 with any court as evidence of the knowing, voluntary and bargained agreement of the Parties irrevocably to waive any objections to venue or to convenience of forum of the Chosen Court. (bc) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE HAS TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING ACTION BROUGHT BY A PARTY RELATED TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OF THE TRANSACTIONS. NO PARTY MAY SEEK A JURY TRIAL IN ANY ACTION ARISING OUT OF OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT RELATED TO THIS AGREEMENT OR ANY OTHER THEORY)OF THE TRANSACTIONS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVEIT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, AGENT OR ATTORNEY OF ANY OTHER PERSON MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTIONSection 10.09(c).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New York. The Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (b) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS 49 REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed interpreted and enforced in accordance with the laws of the State of New YorkYork without reference to any of its choice of law rules that would cause the laws of any other jurisdiction to apply. The Borrower In connection with any controversy arising out of or related to this Agreement, the Parties hereby submits irrevocably consent to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and York, if a basis for federal court jurisdiction is present, and, otherwise, in the state courts of any the State of New York State court sitting in New York City for purposes York. Each of all legal proceedings arising the Parties irrevocably consents to service of process out of or relating to this Agreement or the transactions contemplated hereby. The Borrower irrevocably waives, to the fullest extent permitted by law, aforementioned courts and waives any objection which it may now or hereafter have to the laying of the venue of any action or proceeding arising out of or in connection with this Agreement brought in the aforementioned courts and hereby further irrevocably waives and agrees not to plead or claim in such courts that any such action or proceeding brought in such a court and any claim that any such proceeding brought in such a court courts has been brought in an inconvenient forum. (b) . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS WAIVER AND CERTIFICATIONS IN THIS SECTIONSECTION 9.6.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This All matters arising out of or relating to this Agreement and each Note shall be governed by and construed in accordance with the internal laws of the State of New York. The Borrower hereby submits , without giving effect to the nonexclusive jurisdiction conflict of law provisions thereof to the extent such provisions would require or permit the application of the United States District Court for laws of any jurisdiction other than the Southern District State of New York and of any New York State court sitting in New York City for purposes of all York. Any legal proceedings suit, action, proceeding or dispute arising out of or relating to this Agreement Agreement, the other Transaction Documents or the transactions contemplated hereby. The Borrower hereby or thereby may be instituted in the federal courts of the United States of America or the courts of the State of New York, and each party irrevocably waives, submits to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying exclusive jurisdiction of the venue of such courts in any such suit, action, proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumor dispute. (b) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY ACTION, PROCEEDING, CAUSE OF ACTION OR INDIRECTLY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AGREEMENT, INCLUDING ANY EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENT TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)THEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT: (AI) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY THE OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH THE OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (II) EACH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) EACH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND (BIV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note Warrant Certificates issued hereunder shall be deemed to be a contract made under the laws of The Commonwealth of Massachusetts and for all purposes shall be governed by and construed in accordance with the internal laws of the State said State, without regard to principles of New Yorkconflicts of laws. The Borrower Each party hereto hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York Massachusetts and of any New York State Massachusetts state court sitting in New York City Boston for purposes of all legal proceedings arising out of or relating to this Agreement agreement or the transactions contemplated hereby. The Borrower Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (b) . TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESWAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DEFENDANT OR OTHERWISE) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING DIRECTLY OR INDIRECTLY INVESTIGATION ARISING OUT OF OR RELATING TO BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY OTHER LOAN DOCUMENT WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY HEREBY, IN EACH CASE WHETHER NOW EXISTING OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)HEREAFTER ARISING. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND HAS BEEN INFORMED BY THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER THAT THIS SECTION 20 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONAGREEMENT. Any party hereto may file an original counterpart or a copy of this Section 20 with any court as written evidence of the consent of each party hereto to the waiver of its right to trial by jury.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the laws internal Laws of the State of New York. The Borrower 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). (b) Any legal suit, action or proceeding arising out of or based upon this Agreement, the Transaction Documents or the transactions contemplated hereby submits to the nonexclusive jurisdiction of or thereby may be instituted exclusively in the United States District Court for the Southern District of New York York, and each Party irrevocably submits to the exclusive jurisdiction of such court in any New York State court sitting such suit, action or proceeding. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated herebysuch court. The Borrower Parties irrevocably waives, to the fullest extent permitted by law, and unconditionally waive any objection which it may now or hereafter have to the laying of the venue of any suit, action or any proceeding in such court and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (bc) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)HEREBY. EACH PARTY HERETO TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER AND IN THE EVENT OF A LEGAL ACTION, (B) ACKNOWLEDGES THAT IT SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND THE OTHER PARTIES HERETO HAVE (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 6.10(C).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be construed and each Note enforced in accordance with, and the rights and duties of the parties shall be governed by and construed in accordance with by, the laws of the State of New York. The Borrower hereby submits Delaware, without regard to the nonexclusive jurisdiction principles of the United States District Court for the Southern District conflicts of New York and laws. (b) Each party agrees that it will bring any action or proceeding in respect of any New York State court sitting in New York City for purposes of all legal proceedings claim arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower hereby exclusively in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, another federal or state court of competent jurisdiction located in the State of Delaware (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably waives, submits to the fullest extent permitted by lawexclusive jurisdiction of the Chosen Courts, (ii) waives any objection which it may now or hereafter have to the laying of the venue of in any such action or proceeding brought in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such a court and any claim that party in any such action or proceeding brought will be effective if notice is given in such a court has been brought in an inconvenient forumaccordance with Section 7.9. (bc) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT: (AI) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (BIV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSection 7.3(c).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This All matters arising out of or relating to this Agreement and each Note shall be governed by and construed in accordance with the internal laws of the State of New York. The Borrower hereby submits , without giving effect to the nonexclusive jurisdiction conflict of law provisions thereof to the extent such provisions would require or permit the application of the United States District Court for laws of any jurisdiction other than the Southern District State of New York and of any New York State court sitting in New York City for purposes of all York. Any legal proceedings suit, action, proceeding or dispute arising out of or relating to this Agreement Agreement, the other Transaction Documents or the transactions contemplated hereby. The Borrower hereby or thereby may be instituted in the federal courts of the United States of America or the courts of the State of New York, and each party irrevocably waives, submits to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying exclusive jurisdiction of the venue of such courts in any such suit, action, proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumor dispute. (b) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY ACTION, PROCEEDING, CAUSE OF ACTION OR INDIRECTLY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AGREEMENT, INCLUDING ANY EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENT TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)THEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT: (AI) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY THE OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH THE OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (II) EACH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) EACH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND (BIV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note Amendment shall be governed by and construed in accordance with the internal laws (as opposed to the conflicts of law provisions) of the State of New YorkDelaware. The Borrower hereby Each party irrevocably submits to the nonexclusive exclusive jurisdiction of the Delaware State courts located in the City of Wilmington, Delaware, and the United States District Court for the Southern District of New York Delaware (and the appropriate appellate courts), for the purposes of any New York State court sitting in New York City for purposes of all legal proceedings suit, action or other proceeding arising out of this Amendment, any certificate delivered pursuant hereto or relating thereto or any transaction contemplated by this Amendment. Each party agrees to commence any such action, suit or Proceeding either in the United States District Court for the District of Delaware or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in any Delaware State court located in the City of Wilmington, Delaware. Each party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement Amendment or the transactions contemplated hereby. The Borrower by this Amendment in (i) any Delaware State court located in the City of Wilmington, Delaware or (ii) the United States District Court for the District of Delaware, and hereby further irrevocably waives, and unconditionally waives and agrees not to the fullest extent permitted by law, any objection which it may now plead or hereafter have to the laying of the venue of claim in any such court that any such action, suit or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (b) . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, INVOLVING OR OTHERWISE IN RESPECT OF THIS AMENDMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY (INCLUDING BUT NOT LIMITED TO ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT THE DEBT COMMITMENT LETTER, THE FINANCING AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORYPERFORMANCE THEREOF). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AMENDMENT AND THE OTHER LOAN DOCUMENTS ANCILLARY AGREEMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 13. Notwithstanding anything contrary in this Amendment, each of the parties hereto agrees that it will not bring or support, nor will it permit any of its Affiliates to bring or support, any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Lenders in any way relating to this Amendment or any of the transactions contemplated by this Amendment, including any dispute arising out of or relating in any way to the Debt Commitment Letter, the Financing Agreements or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and, in each case, appellate courts thereof). The parties hereto further agree that all of the provisions of the preceding paragraph of this Section 13 relating to waiver of jury trial shall apply to any action, cause of action, claim, cross-claim or third party-claim referenced in this paragraph. The provisions of this paragraph shall be enforceable by each Lender, its Affiliates and their respective successors and permitted assigns.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This All matters arising out of or relating to this Agreement and each Note shall be governed by and construed in accordance with the internal laws of the State of New YorkYork without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). The Borrower Any legal suit, action, proceeding, or dispute arising out of or related to this Agreement, the other Transaction Documents, or the transactions contemplated hereby submits to or thereby may be instituted in the nonexclusive jurisdiction federal courts of the United States District Court for of America or the Southern District courts of the State of New York in each case located in the city of New York and county of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower York, and each party irrevocably waives, submits to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying exclusive jurisdiction of the venue of such courts in any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumsuit, action, proceeding, or dispute. (b) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY ACTION, PROCEEDING, CAUSE OF ACTION, OR INDIRECTLY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AGREEMENT, INCLUDING ANY EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENT TRANSACTION DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)THEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT: (AI) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY THE OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH THE OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (II) EACH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) EACH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND (BIV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and construed in accordance with the laws of the state of Oklahoma without regard to the conflict of law principles thereof. The parties hereby irrevocably submit to the jurisdiction of the courts of the State of New York. The Borrower hereby submits to Oklahoma and the nonexclusive jurisdiction federal courts of the United States District Court for of America located in the Southern District State of New York Oklahoma solely in respect of the interpretation and enforcement of the provisions of this Agreement and of any New York State court sitting the documents referred to in New York City for purposes this Agreement, and in respect of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower irrevocably waives, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the fullest extent permitted by law, any objection which it may now interpretation or hereafter have to the laying of the venue enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a court court. The parties hereby consent to and any claim that grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding brought in such a court has been brought in an inconvenient forum. (b) manner as may be permitted by law shall be valid and sufficient service thereof. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (Ai) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (Biv) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 13.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New YorkTHIS AGREEMENT AND EACH NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (b) EACH PARTY HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HERETO WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY HEREBY. (WHETHER BASED ON CONTRACTb) On or prior to the Effective Date, TORT OR ANY OTHER THEORYeach Non-U.S. Borrower has appointed Corporation Service Company (the “Service of Process Agent”), with an office on the Effective Date at 1180 Avenue of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000-0000, Xxxxxx Xxxxxx, as its agent for service of process to receive on its behalf and its property service of the summons and complaints and any other process which may be served in any proceeding referred to in Section 11.08(a); provided that a copy of such process shall also be mailed in the manner provided in Section 11.01. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVESuch service may be made by mailing or delivering a copy of such process to such Non-U.S. Borrower in care of the Service of Process Agent at its address set forth above, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONand each Non-U.S. Borrower hereby irrevocably authorizes and directs the Service of Process Agent to accept such service on its behalf. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 11.01. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the laws internal Laws of the State of New York. The Borrower 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). (b) Any legal suit, action or proceeding arising out of or based upon this Agreement, the Transaction Documents or the transactions contemplated hereby submits to the nonexclusive jurisdiction of or thereby may be instituted exclusively in the United States District Court for the Southern District of New York York, and each Party irrevocably submits to the exclusive jurisdiction of such court in any New York State court sitting such suit, action or proceeding. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated herebysuch court. The Borrower Parties irrevocably waives, to the fullest extent permitted by law, and unconditionally waive any objection which it may now or hereafter have to the laying of the venue of any suit, action or any proceeding in such court and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (bc) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)AGREEMENT. EACH PARTY HERETO TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER AND IN THE EVENT OF A LEGAL ACTION, (B) ACKNOWLEDGES THAT IT SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND THE OTHER PARTIES HERETO HAVE (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 10.10(C).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the internal laws of the State of New York. The Borrower hereby submits Delaware without giving effect to the nonexclusive jurisdiction any choice or conflict of law provision or rule (whether of the United States District Court for the Southern District State of New York and of Delaware or any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumother jurisdiction). (b) Each party hereto irrevocably consents to the exclusive jurisdiction and venue of any court within the State of Delaware in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the Laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. (c) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT, THE ASSIGNMENT, THE ANCILLARY DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY AGREEMENT, THE ASSIGNMENT, THE OTHER LOAN DOCUMENT ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)THEREBY. EACH PARTY HERETO TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER AND IN THE EVENT OF A LEGAL ACTION, (B) ACKNOWLEDGES THAT IT SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND THE OTHER PARTIES HERETO HAVE (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSection 9.09(c).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This All matters arising out of or relating to this Agreement and each Note shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to the conflict of law provisions thereof to the extent such provisions would require or permit the application of the laws of any jurisdiction other than the State of New York. The Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all Any legal proceedings suit, action, proceeding or dispute arising out of or relating to this Agreement Agreement, the other Transaction Documents or the transactions contemplated hereby. The Borrower hereby or thereby may be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the city of Buffalo and county of Erie, and each party irrevocably waives, submits to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying exclusive jurisdiction of the venue of such courts in any such suit, action, proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumor dispute. (b) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY ACTION, PROCEEDING, CAUSE OF ACTION OR INDIRECTLY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AGREEMENT, INCLUDING ANY EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENT TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)THEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT: (AI) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY THE OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH THE OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (II) EACH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) EACH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND (BIV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed and enforced in accordance with the laws of Colorado, without regard to any principals of conflicts of law thereof which may require the State application of New Yorkthe laws of any other state. Any dispute regarding or arising from this Agreement, shall be brought only in a state court of competent jurisdiction in Denver, Colorado. The Borrower hereby submits Parties also waive defense to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower irrevocably waives, to the fullest extent permitted by enforcement based on nonconformance with federal law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.; and (b) TO THE EXTENT EACH MAY LEGALLY DO SO, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT, OR IN ANY LEGAL PROCEEDING DIRECTLY WAY CONNECTED WITH, OR INDIRECTLY ARISING OUT RELATED TO, OR INCIDENTAL TO, THE DEALING OF OR RELATING THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR THEREBY (HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER BASED ON SOUNDING IN CONTRACT, TORT TORT, OR ANY OTHER THEORY)OTHERWISE. TO THE EXTENT EACH MAY LEGALLY DO SO, EACH PARTY HERETO (A) CERTIFIES HEREBY AGREES THAT NO REPRESENTATIVEANY SUCH CLAIM, AGENT DEMAND, ACTION, OR ATTORNEY PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT EITHER PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN PARTY HERETO TO THE EVENT WAIVER OF LITIGATION, SEEK ITS RIGHT TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.TRIAL BY JURY[1]

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be construed and each Note enforced in accordance with, and the rights and duties of the parties shall be governed by and construed in accordance with by, the laws law of the State of New York. The Borrower hereby submits Delaware, without regard to the nonexclusive jurisdiction principles of the United States District Court for the Southern District conflicts of New York and laws. (b) Each party agrees that it will bring any action or proceeding in respect of any New York State court sitting in New York City for purposes of all legal proceedings claim arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower hereby exclusively in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, another federal or state court of competent jurisdiction located in the State of Delaware (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably waives, submits to the fullest extent permitted by lawexclusive jurisdiction of the Chosen Courts, (ii) waives any objection which it may now or hereafter have to the laying of the venue of in any such action or proceeding brought in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such a court and any claim that party in any such action or proceeding brought will be effective if notice is given in such a court has been brought in an inconvenient forumaccordance with Section 8.11. (bc) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT: (AI) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (BIV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 8.4(C).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with and governed by the laws Laws of the State of New York. The Borrower hereby submits , without regard to the nonexclusive jurisdiction conflicts of law rules of such State that would result in the application of any Law other than the Law of the United States District Court for the Southern District State of New York York. (b) All actions and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement (whether in contract or tort or by statute or otherwise) shall be heard and determined in the transactions contemplated hereby. The Borrower Court of Chancery of the State of Delaware located in the City of Wilmington, or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the federal courts of the United States of America located in the City of Wilmington in the State of Delaware; and the Company and the Stockholder hereby irrevocably waives, submit to the fullest extent permitted by law, exclusive jurisdiction and venue of such courts in any objection which it may now such action or hereafter have proceeding and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the laying of the venue maintenance of any such proceeding brought action or proceeding. The Company and the Stockholder agree that a final judgment in such a court and any claim that any such action or proceeding brought shall be conclusive and may be enforced in such a court has been brought other jurisdictions by suit on the judgment or in an inconvenient forumany other manner provided by applicable law. (bc) THE COMPANY AND THE STOCKHOLDER ACKNOWLEDGE AND AGREE THAT ANY ACTION OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER IN CONTRACT OR TORT OR BY STATUTE OR OTHERWISE) IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY RESPECT OF SUCH ACTION OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)PROCEEDING. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT: (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATIONSUCH ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND WAIVER; (B) ACKNOWLEDGES THAT IT UNDERSTANDS AND HAS CONSIDERED THE OTHER PARTIES HERETO HAVE IMPLICATIONS OF THIS WAIVER; (C) IT MAKES THIS WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS WARRANT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. VENUE. ------ (a) This THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW), EXCEPT TO THE EXTENT THE LAWS OF THE STATE WHERE THE PROPERTY IS LOCATED ARE REQUIRED TO APPLY. Any legal action or proceeding with respect to this Agreement and each Note shall or any other Operative Agreement may be governed by and construed brought in accordance with the laws courts of the State of New York. The Borrower hereby submits to the nonexclusive jurisdiction York or of the United States District Court for the Southern District of New York York, and, by execution and delivery of any New York State court sitting in New York City for purposes this Agreement, each of all legal proceedings arising out of or relating the parties to this Agreement hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the nonexclusive jurisdiction of such courts. Each of the parties to this Agreement further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the transactions contemplated hereby. The Borrower irrevocably waivesmailing of copies thereof by registered or certified mail, postage prepaid, to it at the fullest extent address set out for notices pursuant to Section 12.2, such service to become effective upon receipt or rejection. Nothing herein shall affect the right of any party to serve process in any other manner permitted by lawLaw or to commence legal proceedings or to otherwise proceed against any party in any other jurisdiction. (b) EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY OTHER OPERATIVE AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN. (c) Each of the parties to this Agreement hereby irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement or any other Operative Agreement brought in the courts referred to in subsection (a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Subject to the other applicable provisions of the Operative Agreements, the parties shall have the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies, as applicable: (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale or under applicable law by judicial foreclosure including a proceeding to confirm the sale; (ii) all rights of self-help including peaceful occupation of real property and collection of rents, set-off and peaceful possession of personal property; and (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceedings. Any claim or controversy with regard to any party's entitlement to such remedies is a Dispute. (bd) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESThe parties to this Agreement and/or any other Operative Agreement agree that they shall not have a remedy of special, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWpunitive or exemplary damages against any other party in any Dispute and hereby waive any right or claim to special, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONpunitive or exemplary damages they have now or which may arise in the future in connection with any Dispute.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be construed and each Note enforced in accordance with, and the rights and duties of the parties shall be governed by and construed in accordance with by, the laws law of the State of New York. The Borrower hereby submits Delaware, without regard to the nonexclusive jurisdiction principles of the United States District Court for the Southern District conflicts of New York and laws. (b) Each party agrees that it will bring any action or proceeding in respect of any New York State court sitting in New York City for purposes of all legal proceedings claim arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower hereby exclusively in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, another federal or state court of competent jurisdiction located in the State of Delaware (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably waives, submits to the fullest extent permitted by lawexclusive jurisdiction of the Chosen Courts, (ii) waives any objection which it may now or hereafter have to the laying of the venue of in any such action or proceeding brought in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such a court and any claim that party in any such action or proceeding brought will be effective if notice is given in such a court has been brought in an inconvenient forumaccordance with Section 8.11. (bc) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT: (AI) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (BIV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSection 8.4(c).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed interpreted and enforced in accordance with the laws of the State Commonwealth of New York. The Borrower Massachusetts as applied to contracts made and fully performed in such state. (b) Any legal suit, action or proceeding arising out of or based upon this Agreement, the ancillary documents or the transactions contemplated hereby submits to or thereby may be instituted in the nonexclusive jurisdiction federal courts of the United States District Court of America located in the city of Boston and county of Suffolk, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party's address set forth herein shall be effective service of process for the Southern District of New York and of any New York State court sitting suit, action or other proceeding brought in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated herebyany such court. The Borrower parties irrevocably waives, to the fullest extent permitted by law, and unconditionally waive any objection which it may now or hereafter have to the laying of the venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (bc) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE ANCILLARY DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)THEREBY. EACH PARTY HERETO TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER AND IN THE EVENT OF A LEGAL ACTION, (B) ACKNOWLEDGES THAT IT SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND THE OTHER PARTIES HERETO HAVE (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 7.9(c).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the internal 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 those of the State of New York. The Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all Any legal proceedings suit, action or proceeding arising out of or relating to based upon this Agreement or the transactions contemplated herebyhereby or thereby shall be brought in the federal or state courts located in the State of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts (and the appropriate appellate courts therefrom) in any such suit, action or proceeding. The Borrower parties irrevocably waives, to the fullest extent permitted by law, and unconditionally waive any objection which it may now or hereafter have to the laying of the venue of any suit, action or any proceeding in any such court and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (b) . Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE, REPRESENTATIVE OR AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER AND IN THE EVENT OF A LEGAL ACTION, (B) ACKNOWLEDGES THAT IT SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE OTHER PARTIES HERETO HAVE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 4.7.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the internal laws of the State of New York. 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). (b) The Borrower parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby submits to the nonexclusive jurisdiction of shall be brought in the United States District Court for the Southern District of New York and of or any New York State court sitting in New York City for purposes City, so long as one of all legal proceedings such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of or relating to this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or the transactions contemplated hereby. The Borrower proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10.02 shall be deemed effective service of process on such party. (bc) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY AGREEMENT, THE OTHER LOAN DOCUMENT TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)THEREBY. EACH PARTY HERETO TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY OTHER PERSON 47 PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER AND IN THE EVENT OF A LEGAL ACTION, (B) ACKNOWLEDGES THAT IT SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND THE OTHER PARTIES HERETO HAVE (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 10.10(c).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New YorkDelaware. The Borrower Each of the parties hereto hereby submits irrevocably and unconditionally consents to submit to the nonexclusive exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan and of the United States District Court for the of America Southern District of New York and of for any New York State court sitting in New York City for purposes of all legal actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby, and each of the parties hereto agrees not to commence any action, suit or proceeding relating hereto or thereto except in such courts. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, or the transactions contemplated hereby. The Borrower irrevocably waiveshereby or thereby, to in the fullest extent permitted by law, any objection which it may now or hereafter have to the laying courts of the venue State of New York located in the Borough of Manhattan and of the United States of America Southern District of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorneys’ fees. (b) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY AGREEMENT, THE OTHER LOAN DOCUMENT TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)THEREBY. EACH PARTY HERETO TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER AND IN THE EVENT OF A LEGAL ACTION, (B) ACKNOWLEDGES THAT IT SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND THE OTHER PARTIES HERETO HAVE (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 9.11(b).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note the legal relations among the parties hereto shall be governed by and construed in accordance with the laws of the State of New YorkYork (without giving effect to the conflict of laws principles thereof other than Section 5-1401 of the New York General Obligations Law). The Borrower parties hereto hereby submits consent to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York federal and of any New York State court sitting courts located in New York City for purposes Manhattan (NYC) and agree that service of all legal proceedings arising out of or relating process by certified mail, return receipt requested, shall, in addition to this Agreement or the transactions contemplated hereby. The Borrower irrevocably waives, to the fullest extent any other methods permitted by lawapplicable Law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumconstitute personal service for all purposes. (b) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY AGREEMENT, THE OTHER LOAN DOCUMENT TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)THEREBY. EACH PARTY HERETO TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (AI) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (BIV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 11.8(b).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the internal laws (as opposed to the conflicts of law provisions) of the State of New YorkDelaware. The Borrower hereby Each party irrevocably submits to the nonexclusive exclusive jurisdiction of the Delaware State courts located in the City of Wilmington, Delaware, and the United States District Court for the Southern District of New York Delaware (and the appropriate appellate courts), for the purposes of any New York State court sitting in New York City for purposes of all legal proceedings suit, action or other proceeding arising out of this Agreement, any Ancillary Agreement, any certificate delivered pursuant hereto or relating thereto or any transaction contemplated by this Agreement. Each party agrees to commence any such action, suit or Proceeding either in the United States District Court for the District of Delaware or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in any Delaware State court located in the City of Wilmington, Delaware. Each party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, any Ancillary Agreement or the transactions contemplated hereby. The Borrower by this Agreement in (i) any Delaware State court located in the City of Wilmington, Delaware or (ii) the United States District Court for the District of Delaware, and hereby further irrevocably waives, and unconditionally waives and agrees not to the fullest extent permitted by law, any objection which it may now plead or hereafter have to the laying of the venue of claim in any such court that any such action, suit or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (b) . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, INVOLVING OR OTHERWISE IN RESPECT OF THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY (INCLUDING BUT NOT LIMITED TO ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT THE DEBT COMMITMENT LETTER, THE FINANCING AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORYPERFORMANCE THEREOF). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ANCILLARY AGREEMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 13.14. Notwithstanding anything contrary in this Agreement, each of the parties hereto agrees that it will not bring or support, nor will it permit any of its Affiliates to bring or support, any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Lenders in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Commitment Letter, the Financing Agreements or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and, in each case, appellate courts thereof). The parties hereto further agree that all of the provisions of the preceding paragraph of this Section 13.14 relating to waiver of jury trial shall apply to any action, cause of action, claim, cross-claim or third party-claim referenced in this paragraph. The provisions of this paragraph shall be enforceable by each Lender, its Affiliates and their respective successors and permitted assigns.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by by, and construed in accordance with with, the laws of the State of New York. The Borrower , without reference to the conflict of laws provisions thereof to the extent such provisions would permit or require the application of the law of another jurisdiction and are not mandatorily applicable. (b) Each of the parties to this agreement hereby submits to the nonexclusive jurisdiction of the United States District Court for courts of the Southern District State of New York and the courts of any the United States, in each case located in the Borough of Manhattan, The City of New York and State court sitting in of New York City for purposes of all legal proceedings over any suit, action or proceeding arising out of under or relating to in connection with this Agreement or the transactions contemplated hereby. The Borrower irrevocably waives, to the fullest extent permitted by law, parties waive any objection which it objections that they may now or hereafter have to the laying of the venue of any suit, action or proceeding arising under, or in connection with, this Agreement or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States, in each case located in the Borough of Manhattan, The City of New York and State of New York, or that such suit, action or proceeding brought in such a court the courts of the State of New York or the courts of the United States, in each case located in the Borough of Manhattan, The City of New York and any claim that any such proceeding brought in such a court has been State of New York, was brought in an inconvenient forumcourt and agrees not to plead or claim the same. (bc) Each of Clearwater, SRGL and SALIC agrees that service of all writs, process and summonses in any suit, action or proceeding arising under or in connection with this Agreement or the transactions contemplated hereby or against such party in any court of the State of New York or any United States Federal court, in each case, sitting in the Borough of Manhattan, City and State of New York, may be made upon CT Corporation System at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, whom such party irrevocably appoints as its authorized agent for service of process. Each of Clearwater, SRGL and SALIC represents and warrants that CT Corporation System has agreed to act as such party’s agent for service of process. Each of Clearwater, SRGL and SALIC agrees that such appointment shall be irrevocable until the irrevocable appointment by such party of a successor in The City of New York as its authorized agent for such purpose and the acceptance of such appointment by such successor. Each of Clearwater, SRGL and SALIC further agrees to take any and all action, including the filing of any and all documents and instruments that may be necessary to continue such appointment in full force and effect as aforesaid. If CT Corporation System shall cease to act as the agent for service of process for any of Clearwater, SRGL and SALIC, such party shall appoint without delay, another such agent and provide prompt written notice to the Noteholders of such appointment. (d) EACH PARTY HERETO HERETO, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONAGREEMENT.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the internal laws of the State of New York. The Borrower hereby submits Florida without giving effect to the nonexclusive jurisdiction any choice or conflict of law provision or rule (whether of the United States District Court for the Southern District State of New York and of Florida or any New York State court sitting in New York City for purposes of all legal proceedings other jurisdiction). Any Action arising out of or relating related to this Agreement or the transactions contemplated hereby. The Borrower hereby may be instituted in the federal courts of the United States of America or the courts of the State of Florida in each case located in the city of Tampa and county of Hillsborough and each party irrevocably waives, submits to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying exclusive jurisdiction of the venue of such courts in any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forumAction. (b) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AGREEMENT, INCLUDING ANY OTHER LOAN DOCUMENT EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT: (AI) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY THE OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH THE OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (II) EACH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) EACH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND (BIV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT, THE UNITS AND THE PURCHASE CONTRACTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (a) This Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New YorkWITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF). The Borrower Company, each Holder, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Purchase Contract Agent, hereby submits submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State state court sitting in New York City for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Purchase Contract Agent, irrevocably waiveswaive, to the fullest extent permitted by applicable law, any objection which it they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each of the Company, the Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary irrevocably waives, to the fullest extent permitted by applicable law, 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. (b) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be construed and each Note enforced in accordance with, and the rights and duties of the parties shall be governed by and construed in accordance with by, the laws law of the State of New York. The Borrower hereby submits Delaware, without regard to the nonexclusive jurisdiction principles of the United States District Court for the Southern District conflicts of New York and laws. (b) Each party agrees that it will bring any action or proceeding in respect of any New York State court sitting in New York City for purposes of all legal proceedings claim arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower hereby exclusively in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, another federal or state court of competent jurisdiction located in the State of Delaware (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably waives, submits to the fullest extent permitted by lawexclusive jurisdiction of the Chosen Courts, (ii) waives any objection which it may now or hereafter have to the laying of the venue of in any such action or proceeding brought in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such a court and any claim that party in any such action or proceeding brought will be effective if notice is given in such a court has been brought in an inconvenient forumaccordance with Section 6.9. (bc) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT: (AI) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (BIV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 6.3(C).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be construed and each Note enforced in accordance with, and the rights and duties of the parties shall be governed by and construed in accordance with by, the laws law of the State of New York. The Borrower hereby submits Delaware, without regard to principles of conflicts of laws that would result in the nonexclusive jurisdiction application of the United States District Court for the Southern District of New York and law of any New York State court sitting other jurisdiction. (b) Each party agrees that it will bring any action or proceeding in New York City for purposes respect of all legal proceedings any claim arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower hereby exclusively in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, another federal or state court of competent jurisdiction located in the State of Delaware (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably waives, submits to the fullest extent permitted by lawexclusive jurisdiction of the Chosen Courts, (ii) waives any objection which it may now or hereafter have to the laying of the venue of in any such action or proceeding brought in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such a court and any claim that party in any such action or proceeding brought will be effective if notice is given in such a court has been brought in an inconvenient forumaccordance with Section 5.9. (bc) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT: (AI) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATIONANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (BIV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 5.4(C).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the laws internal Laws of the State of New York. The Borrower hereby submits York without giving effect to any choice or conflict of law provision or rule (whether of the nonexclusive jurisdiction State of New York or any other jurisdiction). (b) Any legal suit, action or proceeding arising out of or based upon this Agreement, the Transaction Documents or the Transaction may be instituted exclusively in the United States District Court for the Southern District of New York York, and each Party irrevocably submits to the exclusive jurisdiction of such court in any New York State court sitting such suit, action or proceeding. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated herebysuch court. The Borrower Parties irrevocably waives, to the fullest extent permitted by law, and unconditionally waive any objection which it may now or hereafter have to the laying of the venue of any suit, action or any proceeding in such court and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (bc) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)AGREEMENT. EACH PARTY HERETO TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY REPRESENTATIVE OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER AND IN THE EVENT OF A LEGAL ACTION, (B) ACKNOWLEDGES THAT IT SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND THE OTHER PARTIES HERETO HAVE (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 11.10(C).

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. (a) This Agreement and each Note shall be governed by and construed in accordance with the internal laws of the State of New York. The Borrower hereby submits York without giving effect to the nonexclusive jurisdiction any choice or conflict of law provision or rule (whether of the United States District Court for the Southern District State of New York and of or any New York State court sitting other jurisdiction) that would cause this Agreement to be governed by or construed in New York City for purposes of all legal proceedings accordance with any other laws. Any suit, action or proceeding arising out of or relating to based upon this Agreement or the transactions contemplated herebyhereby may be instituted in the federal courts of the United States or the courts of the State of New York, in each case located in the city of New York and County of New York, and each party hereto irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any such suit, action or other proceeding brought in any such court. The Borrower parties irrevocably waives, to the fullest extent permitted by law, and unconditionally waive any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court, and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT OR HE MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AGREEMENT, INCLUDING ANY OTHER LOAN DOCUMENT EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT: (AI) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY NEITHER THE OTHER PARTY NOR ANY REPRESENTATIVE OF ANY THE OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH THE OTHER PERSON PARTY WOULD NOT, IN THE EVENT OF LITIGATION, NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A SUIT, ACTION OR PROCEEDING; (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) SUCH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND (BIV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.