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

Governing Law; Submission to Jurisdiction; Waiver of Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 7 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably waive, 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.

Governing Law; Submission to Jurisdiction; Waiver of Trial by Jury. This Purchase Warrant Indenture and the Notes shall be governed by by, and construed and enforced in accordance with with, the laws of the State of Nevada, without giving effect to conflict New York. Each of laws principles thereof. The Company hereby the parties hereto agrees that any action, legal action or proceeding with respect to or claim against it arising out of, or relating in any way to of this Purchase Warrant shall Indenture may be brought and enforced in or removed to the courts of the State of New York or of the United States of America, in each case located in the New York Supreme CourtBorough of Manhattan, County The City of New York. By execution and delivery of this Indenture, each of the parties hereto accepts, for themselves and in respect of their property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably consents to the service of process out of any of the aforementioned courts in any manner permitted by law. Nothing herein shall affect the right of any party to bring legal action or proceedings in any other competent jurisdiction. Each of the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company parties hereto hereby waives any objection right to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process stay or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 7 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in dismiss any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred under or in connection with this Indenture brought before the preparation thereforforegoing courts on the basis of forum non-conveniens. The Company (on its behalf andEACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, to the extent permitted by applicable lawTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably waiveANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, 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 herebyTHE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Submission to Jurisdiction; Waiver of Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The Company, each of the State of Nevada, without giving effect to conflict of laws principles thereof. The Company hereby agrees Guarantors and the Trustee agree that any actionsuit, action or proceeding or claim against it arising out of, of or relating based upon this Indenture may be instituted in any way to this Purchase Warrant shall be brought and enforced State or U.S. federal court located in the The City of New York Supreme Court, and County of New York, and waives any objection that such party may now or in hereafter have to the United States District Court for the Southern District laying of New Yorkvenue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such jurisdictioncourts in any suit, which jurisdiction shall be exclusiveaction or proceeding. The Company hereby waives and each Guarantor agrees that final judgment in any objection to such exclusive jurisdiction and that suit, action or proceeding brought in such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 7 hereof. Such mailing court shall be deemed personal service and shall be legal conclusive and binding upon the Company and each Guarantor, as applicable, and may be enforced in any actioncourt to the jurisdiction of which the Company and each Guarantor, proceeding or claimas applicable, is subject by a suit upon such judgment. The Company and each of the Holder agree that the prevailing party(ies) Guarantors irrevocably appoint RBA Holdings Inc. as its authorized agent upon which process may be served in any such action suit or proceeding, and agrees that service of process upon such authorized agent, and written notice of such service to the Company or any such Guarantor, as the case may be, by the person serving the same to the address provided in Section 12.02, shall be entitled deemed in every respect effective service of process upon the Company and such Guarantor in any such suit or proceeding. RBA Holdings Inc. hereby accepts such appointment and agrees to recover from the other party(ies) all act as such authorized agent for service of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforprocess. The Company (on its behalf and, and each of the Guarantors further agree to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, take any and all right action as may be necessary to trial by jury maintain such designation and appointment of such authorized agent (or a successor authorized agent that has been validly appointed and which has accepted such appointment; provided the Company notifies the Trustee of such succession in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebywriting) in full force and effect until no Notes remain outstanding.

Governing Law; Submission to Jurisdiction; Waiver of Trial by Jury. This Purchase Warrant Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of Nevada, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced in the New York Supreme Court, County of New York, without regard to such state’s choice of law provisions which would require the application of the law of any other jurisdiction. By its execution and delivery of this Agreement, each of the Term Sheet 28 JPMorgan Chase Finding Inc. - Confidential Parties irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding against it with respect to any matter arising under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought solely in the Bankruptcy Court or, if before the Petition Date, then solely in the United States District Court for the Southern District of New York or in the Supreme Court of the State of New York, County of New York (in either case, however, that it will not oppose the transfer of any such legal action, suit or proceeding to the Bankruptcy Court if and once the Bankruptcy Case is commenced before such legal action, suit or proceeding is completed) or any appellate court from any of such courts, and by execution and delivery of this Agreement, each of the Parties irrevocably accepts and submits itself to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such the exclusive jurisdiction of such courts, generally and that unconditionally, with respect to any such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 7 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, suit or proceeding. Except as otherwise provided above concerning a legal action, suit or proceeding or claim. The Company and commenced before the Holder agree Petition Date, each Party agrees that the prevailing party(ies) in any such action Bankruptcy Court shall be entitled to recover from the other party(ies) have exclusive jurisdiction of all matters arising out of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation thereforthis Agreement. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby Each Party hereto irrevocably waive, to the fullest extent permitted by applicable law, waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herebyRestructuring.