Common use of Governing Law; Submission to Jurisdiction; Waivers Clause in Contracts

Governing Law; Submission to Jurisdiction; Waivers. This Amendment and each other document delivered pursuant to this Amendment shall be governed by, and construed in accordance with, the Laws of the State of Delaware. Each of the Parties agrees that if any dispute is not resolved by the Parties, it shall be resolved only in the Courts of the State of New York sitting in the County of New York or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts (collectively, the “Proper Courts”). In that context, and without limiting the generality of the foregoing, each of the Parties irrevocably and unconditionally (a) submits for itself and its property in any action relating to this Amendment or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Courts of the State of New York sitting in the County of New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such action shall be heard and determined in such New York State court or, to the extent permitted by law, in such federal court; (b) consents that any such action may and shall be brought in such courts and waives any objection that it may now or thereafter have to the venue or jurisdiction of any such action in any such court or that such action was brought in an inconvenient court and agrees not to plead or claim the same; (c) waives all right to trial by jury in any action (whether based on contract, tort or otherwise) arising out of or relating to this Amendment or any document delivered pursuant to this Amendment, or its performance under or the enforcement of this Amendment or any document delivered pursuant to this Amendment; (d) agrees that service of process in any such action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 12.1 of the Agreement; and (e) agrees that nothing in this Amendment or any document delivered pursuant to this Amendment shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New York.

Governing Law; Submission to Jurisdiction; Waivers. This Amendment Agreement and each other document delivered pursuant to this Amendment Agreement shall be determined under, governed by, and construed in accordance with, the Laws internal laws of the State of DelawareIllinois without regard to principles of conflicts of laws. Each of the Parties agrees that if any dispute is not resolved by the Parties, it shall be resolved only in the Courts courts of the State of New York Illinois sitting in the Xxxx County of New York or the United States District Court for the Southern Northern District of New York Illinois and the appellate courts having jurisdiction of appeals in such courts (collectively, the “Proper Courts”). In that context, and without limiting the generality of the foregoing, each of the Parties irrevocably and unconditionally (a) submits for itself and its property in any action relating to this Amendment Agreement or any document delivered pursuant to this Agreement or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Courts of the State of New York sitting in the County of New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoingcourts, and agrees that all claims in respect of any such action shall be heard and determined in such New York State Illinois state court or, to the extent permitted by lawLaw, in such federal court; (b) consents that any such action may and shall be brought in such courts Proper Court and waives any objection that it may now or thereafter have to the venue or jurisdiction of any such action in any such court Proper Court or that such action was brought in an inconvenient court and agrees not to plead or claim the same; (c) waives all right to trial by jury in any action (whether based on contract, tort or otherwise) arising out of or relating to this Amendment Agreement or any document delivered pursuant to this AmendmentAgreement, or its performance under or the enforcement of this Amendment Agreement or any document delivered pursuant to this AmendmentAgreement; (d) agrees that service of process in any such action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party Party at its address as provided in Section 12.1 of the Agreement13.1; and (e) agrees that nothing in this Amendment Agreement or any document delivered pursuant to this Amendment Agreement shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New YorkIllinois.

Governing Law; Submission to Jurisdiction; Waivers. This Amendment Agreement and each other document delivered pursuant to this Amendment Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware. Each of the Parties agrees that if any dispute is not resolved by the Parties, it shall be resolved only in the Courts of the State of New York sitting in the County of New York or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts (collectively, the “Proper Courts”). In that context, and without limiting the generality of the foregoing, each of the Parties irrevocably and unconditionally (a) submits for itself and its property in any action relating to this Amendment Agreement or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Courts of the State of New York sitting in the County of New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such action shall be heard and determined in such New York State court or, to the extent permitted by law, in such federal court; (b) consents that any such action may and shall be brought in such courts and waives any objection that it may now or thereafter have to the venue or jurisdiction of any such action in any such court or that such action was brought in an inconvenient court and agrees not to plead or claim the same; (c) waives all right to trial by jury in any action (whether based on contract, tort or otherwise) arising out of or relating to this Amendment Agreement or any document delivered pursuant to this AmendmentAgreement, or its performance under or the enforcement of this Amendment Agreement or any document delivered pursuant to this AmendmentAgreement; (d) agrees that service of process in any such action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 12.1 of the Agreement12.1; and (e) agrees that nothing in this Amendment Agreement or any document delivered pursuant to this Amendment Agreement shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New York.

Governing Law; Submission to Jurisdiction; Waivers. This Amendment and each other document delivered pursuant to this Amendment Warrant Agreement shall be governed by, by and construed in accordance with, under the Laws laws of the State of Delaware as applied to agreements among Delaware residents entered into and to be performed entirely within Delaware. Each of the Parties parties hereto irrevocably agrees that if any dispute is not resolved by the Parties, it shall be resolved only in the Courts of the State of New York sitting in the County of New York legal action or the United States District Court proceeding with respect to this Warrant Agreement or for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts (collectively, the “Proper Courts”). In that context, and without limiting the generality of the foregoing, each of the Parties irrevocably and unconditionally (a) submits for itself and its property in any action relating to this Amendment or for recognition and enforcement of any judgment in respect thereofhereof brought by the other party hereto or its successors or assigns will be brought and determined in the Chancery or other courts of the State of Delaware, and each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the Courts aforesaid courts. Each of the State of New York sitting in the County of New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoingparties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Warrant Agreement, (a) any claim that all claims in respect of any such action shall be heard and determined in such New York State court or, it is not personally subject to the extent permitted by lawjurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, in such federal court; (b) consents that any such action may and shall be brought in such courts and waives any objection that it may now or thereafter have to the venue its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), (c) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court or that such action was is brought in an inconvenient court forum, (ii) the venue of such suit, action, or proceeding is improper and agrees (iii) this Warrant Agreement, or the subject matter hereof, may not to plead be enforced in or claim the same; by such courts and (cd) waives all any right to trial by jury in any action (whether based on contract, tort or otherwise) arising out of or relating to this Amendment or any document delivered pursuant to this Amendment, or its performance under or the enforcement of this Amendment or any document delivered pursuant to this Amendment; (d) agrees that service of process in any such action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 12.1 of the Agreement; and (e) agrees that nothing in this Amendment or any document delivered pursuant to this Amendment shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New Yorkjury.

Governing Law; Submission to Jurisdiction; Waivers. This Amendment Agreement and each other document delivered pursuant to this Amendment Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware. Each of the Parties agrees that if any dispute is not resolved by the Parties, it shall be resolved only in the Courts of the State of New York sitting in the County of New York or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts (collectively, the “Proper Courts”). In that context, and without limiting the generality of the foregoing, each of the Parties irrevocably and unconditionally (a) submits for itself and its property in any action relating to the document delivered pursuant to this Amendment Agreement or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Courts of the State of New York sitting in the County of New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such action shall be heard and determined in such New York State court or, to the extent permitted by law, in such federal court; (b) consents that any such action may and shall be brought in such courts and waives any objection that it may now or thereafter have to the venue or jurisdiction of any such action in any such court or that such action was brought in an inconvenient court and agrees not to plead or claim the same; (c) waives all right to trial by jury in any action (whether based on contract, tort or otherwise) arising out of or relating to this Amendment Agreement or any document delivered pursuant to this AmendmentAgreement, or its performance under or the enforcement of this Amendment Agreement or any document delivered pursuant to this AmendmentAgreement; (d) agrees that service of process in any such action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 12.1 of the Agreement13.1; and (e) agrees that nothing in this Amendment Agreement or any document delivered pursuant to this Amendment Agreement shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New York.

Governing Law; Submission to Jurisdiction; Waivers. This Amendment and each other document delivered pursuant to To the extent not governed by the Bankruptcy Code, this Amendment Lease shall be governed by, and construed interpreted in accordance with, the Laws of the State of Delaware. Each New York without reference to its conflict of laws rules other than Section 5-1401 and 5-1402 of the Parties agrees New York General Obligations Law. The parties hereto agree that if (a) prior to the substantial consummation (as defined in Section 1101(2) of the Bankruptcy Code) of Lessee’s Plan of Reorganization (“Substantial Consummation”), the appropriate and exclusive forum for any dispute is not resolved by the Parties, it disputes arising out of this Lease shall be resolved only in the Bankruptcy Court, or if such court will not hear any such suit, the Courts of the State of New York sitting in the County of New York or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts (collectively, the “Proper Courts”). In that context, and without limiting the generality of the foregoing, each of the Parties irrevocably and unconditionally (a) submits for itself and its property in any action relating to this Amendment or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Courts of the State of New York sitting in the County City of New York, the court courts of the United States of America for the Southern District of New York, and appellate courts having from any thereof and the parties hereto irrevocably consent to the exclusive jurisdiction of appeals from any of the foregoingsuch courts, and agrees that agree to comply with all claims in respect of any requirements necessary to give such action shall be heard courts jurisdiction, and determined in such New York State court or, to the extent permitted by law, in such federal court; (b) consents upon Substantial Consummation, the appropriate and exclusive forum for any disputes arising out of this Lease shall be the Courts of the State of New York sitting in the City of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof and parties hereto irrevocably consent to the exclusive jurisdiction of such courts, and agree to comply with all requirements necessary to give such courts jurisdiction. The parties hereto hereby irrevocably and unconditionally (1) agree that any such suit, action or proceeding with respect to this Lease or the transactions contemplated hereby may and shall be brought only in such the above specified courts and waives any objection that it may now or thereafter hereafter have to the jurisdiction or venue or jurisdiction of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees agree not to plead or claim the same; (c) waives all right to trial same by jury in any action (whether based on contract, tort way of motion as a defense or otherwise, (2) arising out of or relating to this Amendment or any document delivered pursuant to this Amendment, or its performance under or the enforcement of this Amendment or any document delivered pursuant to this Amendment; (d) agrees that service of process in any such action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 12.1 of the Agreement; and (e) agrees agree that nothing in this Amendment or any document delivered pursuant to this Amendment herein shall affect the right to effect service of process in any other manner permitted by law; and (3) waive, to the Laws of maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding with respect to this Lease or the State of New Yorktransactions contemplated hereby any special, exemplary, punitive or consequential damages.

Governing Law; Submission to Jurisdiction; Waivers. This Amendment and each other document delivered pursuant to this Amendment Agreement shall be governed by, and construed in accordance with, the internal Laws of the State of DelawareNew York. Each of the Parties parties agrees that if any dispute is not resolved dispute, controversy, or claim arising out of or relating to the transactions contemplated by this Agreement, or the Partiesvalidity, it interpretation, breach or termination of this Agreement, shall be resolved only in the Courts courts of the State of New York sitting in the County of New York or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts (collectively, the “Proper Courts”)courts. In that context, and without limiting the generality of the foregoing, each of the Parties parties irrevocably and unconditionally (a) submits for itself and its property in any action action, claim, case, litigation, proceeding or investigation (“Action”) relating to this Amendment Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Courts of the State of New York sitting in the County of New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such action Action shall be heard and determined in such New York State court or, to the extent permitted by law, in such federal court; (b) consents that any such action Action may and shall be brought in such courts and waives any objection that it may now or thereafter have to the venue or jurisdiction of any such action Action in any such court or that such action Action was brought in an inconvenient court and agrees not to plead or claim the same; (c) waives all right to trial by jury in any action Action (whether based on contract, tort or otherwise) arising out of or relating to this Amendment or any document delivered pursuant to this Amendment, Agreement or its performance under or the enforcement of this Amendment or any document delivered pursuant to this AmendmentAgreement; (d) agrees that service of process in any such action Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided set forth in Section 12.1 of the AgreementAnnex D hereto; and (e) agrees that nothing in this Amendment or any document delivered pursuant to this Amendment Agreement shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New York.

Governing Law; Submission to Jurisdiction; Waivers. This Amendment Agreement and each other document delivered pursuant to this Amendment the rights of the parties hereunder shall be governed by, and construed interpreted in accordance with, with the Laws laws of the State of Delaware, without giving effect to any conflicts of law principles. Each of the Parties parties agrees that if any dispute is not resolved by the Partiesparties, it shall be resolved only in the Courts of the State of New York Delaware sitting in the New Castle County of New York or the United States District Court for the Southern District of New York Delaware and the appellate courts having jurisdiction of appeals in such courts (collectively, the “Proper Courts”). In that context, and without limiting the generality of the foregoing, each of the Parties parties irrevocably and unconditionally unconditionally: (a) submits for itself and its property in any action relating to any document delivered pursuant to this Amendment Agreement or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Proper Courts of the State of New York sitting in the County of New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such action shall be heard and determined in such New York court in the State court orof Delaware, to the extent permitted by law, in such federal court; (b) consents that any such action may and shall be brought in such courts and waives any objection that it may now or thereafter have to the venue or jurisdiction of any such action in any such court or that such action was brought in an inconvenient court and agrees not to plead or claim the same; (c) waives all right to trial by jury in any action (whether based on contract, tort or otherwise) arising out of or relating to this Amendment or any document delivered pursuant to this Amendment, or its performance under or the enforcement of this Amendment or any document delivered pursuant to this Amendment; (d) agrees that service of process in any such action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 12.1 that is on record at the principal office of the AgreementCompany; and (ed) agrees that nothing in this Amendment Agreement or any document delivered pursuant to this Amendment Agreement shall affect the right to effect service of process in any other manner permitted by the Laws laws of the State of New YorkDelaware.

Governing Law; Submission to Jurisdiction; Waivers. This Amendment All questions concerning the construction, validity, enforcement and each other document delivered pursuant to interpretation of this Amendment Debenture shall be governed by, by and construed and enforced in accordance with, with the Laws of the State of Delaware. Each of the Parties agrees that if any dispute is not resolved by the Parties, it shall be resolved only in the Courts internal laws of the State of New York York, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the County City of New York or York, Borough of Manhattan (the United States District Court for the Southern District of “New York and the appellate courts having jurisdiction of appeals in such courts (collectively, the “Proper Courts”). In that context, and without limiting the generality of the foregoing, each of the Parties Each party hereto hereby irrevocably and unconditionally (a) submits for itself and its property in any action relating to this Amendment or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Courts of the State of New York sitting in the County of New York, the court of the United States of America Courts for the Southern District adjudication of New York, and appellate courts having jurisdiction any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of appeals from any of the foregoingTransaction Documents), and agrees that all claims in respect of any such action shall be heard and determined in such New York State court orhereby irrevocably waives, to the extent permitted by law, in such federal court; (b) consents that any such action may and shall be brought in such courts and waives any objection that it may now or thereafter have to the venue or jurisdiction of any such action in any such court or that such action was brought in an inconvenient court and agrees not to plead assert in any suit, action or proceeding, any claim that it is not personally subject to the same; jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (cwith evidence of delivery) waives to such party at the address in effect for notices to it under this Debenture and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any action (whether based on contract, tort or otherwise) legal proceeding arising out of or relating to this Amendment or any document delivered pursuant to this Amendment, or its performance under Debenture or the enforcement of this Amendment or any document delivered pursuant to this Amendment; (d) agrees that service of process in any such action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 12.1 of the Agreement; and (e) agrees that nothing in this Amendment or any document delivered pursuant to this Amendment shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New Yorktransactions contemplated hereby.

Governing Law; Submission to Jurisdiction; Waivers. (a) This Amendment Agreement and each other document delivered pursuant to this Amendment the rights of the parties hereto hereunder shall be governed by, and construed interpreted in accordance with, with the Laws laws of the State of Delaware, without giving effect to any conflicts of law principles. Each of the Parties parties hereto agrees that if any dispute is not resolved by the Partiesparties hereto, it shall be resolved only in the Courts of the State of New York Delaware sitting in the New Castle County of New York or the United States District Court for the Southern District of New York Delaware and the appellate courts having jurisdiction of appeals in such courts (collectively, the “Proper Courts”). In that context, and without limiting the generality of the foregoing, each of the Parties parties hereto irrevocably and unconditionally unconditionally: (ai) submits for itself and its property in any action relating to any document delivered pursuant to this Amendment Agreement or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Proper Courts of the State of New York sitting in the County of New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such action shall be heard and determined in such New York court in the State court orof Delaware, to the extent permitted by lawLaw, in such federal court; (bii) consents that any such action may and shall be brought in such courts and waives any objection that it may now or thereafter have to the venue or jurisdiction of any such action in any such court or that such action was brought in an inconvenient court and agrees not to plead or claim the same; (c) waives all right to trial by jury in any action (whether based on contract, tort or otherwise) arising out of or relating to this Amendment or any document delivered pursuant to this Amendment, or its performance under or the enforcement of this Amendment or any document delivered pursuant to this Amendment; (diii) agrees that service of process in any such action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided set forth in Section 12.1 of the Agreement8.02; and (eiv) agrees that nothing in this Amendment Agreement or any document delivered pursuant to this Amendment Agreement shall affect the right to effect service of process in any other manner permitted by the Laws laws of the State of New YorkDelaware.

Governing Law; Submission to Jurisdiction; Waivers. This Amendment and each other document delivered pursuant to this Second Amendment shall be governed by, and construed in accordance with, the internal Laws of the State of DelawareNew York. Each of the Parties parties agrees that if any dispute is not resolved dispute, controversy, or claim arising out of or relating to the transactions contemplated by this Second Amendment, or the Partiesvalidity, it interpretation, breach of termination of this Second Amendment, shall be resolved only in the Courts of the State of New York sitting in the County of New York or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts (collectively, the “Proper Courts”)courts. In that context, and without limiting the generality of the foregoing, each of the Parties parties irrevocably and unconditionally (ai) submits for itself and its property in any action Action relating to this Amendment Second Amendment, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Courts of the State of New York sitting in the County of New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoingforgoing, and agrees that all claims in respect of any such action Action shall be heard and determined in such New York State court or, to the extent permitted by law, in such federal court; (bii) consents that any such action Action may and shall be brought in such courts and waives any objection that it may now or thereafter have to the venue or jurisdiction of any such action Action in any such court or that such action Action was brought in an inconvenient court and agrees not to plead or claim the same; (ciii) waives all right to trial by jury in any action Action (whether based on contract, tort or otherwise) arising out of or relating to this Second Amendment or any document delivered pursuant to this Amendment, or its performance under or the enforcement of this Amendment or any document delivered pursuant to this Second Amendment; (div) agrees that service of process in any such action Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 12.1 9.5 of the Stockholders Agreement; and (ev) agrees that nothing in this Amendment or any document delivered pursuant to this Second Amendment shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New York.

Governing Law; Submission to Jurisdiction; Waivers. This Amendment Agreement and each other document delivered pursuant to this Amendment the rights of the parties hereunder shall be governed by, and construed interpreted in accordance with, with the Laws laws of the State of Delaware, without giving effect to any conflicts of law principles. Each of the Parties parties hereto agrees that if any dispute is not resolved by the Partiesparties hereto, it shall be resolved only in the Courts of the State of New York Delaware sitting in the New Castle County of New York or the United States District Court for the Southern District of New York Delaware and the appellate courts having jurisdiction of appeals in such courts (collectively, the “Proper Courts”). In that context, and without limiting the generality of the foregoing, each of the Parties parties hereto irrevocably and unconditionally unconditionally: (a) submits for itself and its property in any action relating to the document delivered pursuant to this Amendment Agreement or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Proper Courts of the State of New York sitting in the County of New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such action shall be heard and determined in such New York court in the State court orof Delaware, to the extent permitted by law, in such federal court; (b) consents that any such action may and shall be brought in such courts and waives any objection that it may now or thereafter have to the venue or jurisdiction of any such action in any such court or that such action was brought in an inconvenient court and agrees not to plead or claim the same; (c) waives all right to trial by jury in any action (whether based on contract, tort or otherwise) arising out of or relating to this Amendment or any document delivered pursuant to this Amendment, or its performance under or the enforcement of this Amendment or any document delivered pursuant to this Amendment; (d) agrees that service of process in any such action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 12.1 that is on record at the principal office of the Agreementeach party; and (ed) agrees that nothing in this Amendment Agreement or any document delivered pursuant to this Amendment Agreement shall affect the right to effect service of process in any other manner permitted by the Laws laws of the State of New YorkDelaware.

Governing Law; Submission to Jurisdiction; Waivers. This Amendment Agreement and each other document delivered pursuant to this Amendment Transaction Document shall be governed by, and construed in accordance with, the Laws of the State of DelawareNew York. Each of the Parties parties agrees that if any dispute is not resolved by the Partiespursuant to Section 10.8, it such dispute shall be resolved only in the Courts of the State of New York sitting in the County of New York or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts (collectively, the “Proper Courts”)courts. In that context, and without limiting the generality of the foregoing, each of the Parties parties irrevocably and unconditionally (a) submits for itself and its property in any action Action relating to this Amendment the Transaction Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Courts of the State of New York sitting in the County of New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such action Action shall be heard and determined in such New York State court or, to the extent permitted by law, in such federal court; (b) consents that any such action Action may and shall be brought in such courts and waives any objection that it may now or thereafter have to the venue or jurisdiction of any such action Action in any such court or that such action Action was brought in an inconvenient court and agrees not to plead or claim the same; (c) waives all right to trial by jury in any action Action (whether based on contract, tort or otherwise) arising out of or relating to this Amendment or any document delivered pursuant to this Amendmentof the Transaction Documents, or its performance under or the enforcement of this Amendment or any document delivered pursuant to this Amendmentthe Transaction Documents; (d) agrees that service of process in any such action Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 12.1 of the Agreement10.5; and (e) agrees that nothing in this Amendment or any document delivered pursuant to this Amendment the Transaction Documents shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New York.

Governing Law; Submission to Jurisdiction; Waivers. This Amendment Agreement and each other document delivered pursuant to this Amendment the rights of the parties hereunder shall be governed by, and construed interpreted in accordance with, with the Laws laws of the State of Delaware, without giving effect to any conflicts of law principles. Each of the Parties parties agrees that if any dispute is not resolved by the Partiesparties, it shall be resolved only in the Courts of the State of New York Delaware sitting in the New Castle County of New York or the United States District Court for the Southern District of New York Delaware and the appellate courts having jurisdiction of appeals in such courts (collectively, the “Proper Courts”). In that context, and without limiting the generality of the foregoing, each of the Parties parties irrevocably and unconditionally unconditionally: (a) submits for itself and its property in any action relating to the document delivered pursuant to this Amendment Agreement or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Proper Courts of the State of New York sitting in the County of New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such action shall be heard and determined in such New York court in the State court orof Delaware, to the extent permitted by law, in such federal court; (b) consents that any such action may and shall be brought in such courts and waives any objection that it may now or thereafter have to the venue or jurisdiction of any such action in any such court or that such action was brought in an inconvenient court and agrees not to plead or claim the same; (c) waives all right to trial by jury in any action (whether based on contract, tort or otherwise) arising out of or relating to this Amendment or any document delivered pursuant to this Amendment, or its performance under or the enforcement of this Amendment or any document delivered pursuant to this Amendment; (d) agrees that service of process in any such action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 12.1 that is on record at the principal office of the AgreementCompany; and (ed) agrees that nothing in this Amendment Agreement or any document delivered pursuant to this Amendment Agreement shall affect the right to effect service of process in any other manner permitted by the Laws laws of the State of New YorkDelaware.

Governing Law; Submission to Jurisdiction; Waivers. This Amendment Agreement and each other document delivered pursuant to this Amendment Agreement shall be governed by, and construed in accordance with, the Laws of the State of DelawareIllinois. Each of the Parties agrees that if any dispute shall be resolved is not resolved by the Parties, it shall be resolved only in the Courts courts of the State of New York Illinois sitting in the County of New York Illinois or the United States District Court for the Southern Northern District of New York Illinois and the appellate courts having jurisdiction of appeals in such courts (collectively, the “Proper Courts”). In that context, and without limiting the generality of the foregoing, each of the Parties irrevocably and unconditionally (a) submits for itself and its property in any action relating to this Amendment Agreement or any document delivered pursuant to this Agreement or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Courts of the State of New York sitting in the County of New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoingcourts, and agrees that all claims in respect of any such action shall be heard and determined in such New York State Illinois state court or, to the extent permitted by law, in such federal court; (b) consents that any such action may and shall be brought in such courts Proper Court and waives any objection that it may now or thereafter have to the venue or jurisdiction of any such action in any such court Proper Court or that such action was brought in an inconvenient court and agrees not to plead or claim the same; (c) waives all right to trial by jury in any action (whether based on contract, tort or otherwise) arising out of or relating to this Amendment Agreement or any document delivered pursuant to this AmendmentAgreement, or its performance under or the enforcement of this Amendment Agreement or any document delivered pursuant to this AmendmentAgreement; (d) agrees that service of process in any such action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party Party at its address as provided in Section 12.1 of the Agreement11.1; and (e) agrees that nothing in this Amendment Agreement or any document delivered pursuant to this Amendment Agreement shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New YorkIllinois.