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

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in any other jurisdiction.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx xxx in any other jurisdiction.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE INTERNAL, SUBSTANTIVE LAWS LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSYORK. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any Any legal action or proceeding relating with respect to this Agreement or any documents executed other Loan Document and delivered in connection herewith, or any action for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of thereof may be brought in the courts of the State of New York, York sitting in the courts Borough of Manhattan or of the United States of America for the Southern District of New York York, and, by execution and delivery of this Agreement, each party hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and appellate courts from any thereof; (ii) . Each party hereto irrevocably consents that to the service of process out of any of the aforementioned courts in any such action or proceeding may be brought in such courts and waives by the hand delivery, or mailing of copies thereof by registered or certified mail, postage prepaid, to each party hereto at its respective address on the signature pages hereto. Each party hereto hereby irrevocably waives, to the extent permitted by Applicable Law, any objection that which it may now or hereafter have to the laying of venue of such action any of the aforesaid actions or proceeding proceedings arising out of or in connection with this Agreement or any such court or that such action or proceeding was other Loan Document brought in an inconvenient court the courts referred to above and hereby further irrevocably waives, to the extent permitted by Applicable Law, and agrees not to plead or claim the same; (iii) agrees in any such court that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or brought in any substantially similar form of mail), postage prepaid, to such Person at its address determined court has been brought in accordance with Section 11 of this Agreement; and (iv) agrees that nothing an inconvenient forum. Nothing herein shall affect the right of either Agent, any Lender, any holder of a Note to effect service of serve process in any other manner permitted by law or shall limit to commence legal proceedings or otherwise proceed against the right to sxx Borrower in any other jurisdiction.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of This Agreement shall be governed by and construed in accordance with the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts laws of the State of New York, without regard to principles of conflicts of law. Each party hereby irrevocably submits to the non-exclusive jurisdiction of any New York state court sitting in the Borough of Manhattan, the state and federal courts of sitting in the United States of America for the Southern District City of New York or any federal court sitting in the Borough of Manhattan in the City of New York (collectively, the "NEW YORK COURTS") in respect of any Proceeding arising out of or relating to this Agreement, and appellate courts from any thereof; (ii) consents that any such action or proceeding irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the New York Courts. The Company irrevocably waives to the fullest extent it may be brought in such courts and waives effectively do so under applicable law any objection that it may now or hereafter have to the laying of the venue of any such action or proceeding brought in any New York Court and any claim that any such court or that such action or proceeding was Proceeding brought in any New York Court has been brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing forum. Nothing herein shall affect the right to effect of any Holder. Each party hereby irrevocably waives personal service of process and consents to process being served in any other such suit, action or proceeding by receiving a copy thereof sent 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. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law or shall limit the right to sxx in any other jurisdictionlaw.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement shall be governed by, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONSand construed in accordance with, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts law of the State of New York, . The Borrower hereby submits to the courts exclusive jurisdiction of the United States of America District Court for the Southern District of New York and appellate courts from of any thereof; New York state court, in each case sitting in the Borough of Manhattan, for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower hereby irrevocably appoints CT Corporation System (ii) consents that the “Process Agent”), with an office on the date hereof at 000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of the Borrower and its Property service of the copies of the summons and complaint and any other process which may be served in any such action or proceeding may be legal proceedings brought in any such courts court, and waives the Borrower agrees that the failure of the Process Agent to give any notice of any such service of process to the Borrower shall not impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement of any judgment based thereon. The Borrower irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of such action or proceeding in any such proceeding brought in such a court or and any claim that any such action or proceeding was brought in such a court has been brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in any other jurisdictionforum.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE GIVING EFFECT TO THE RULES PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSLAW). (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any Any legal action or proceeding relating with respect to this Agreement or any documents executed other Loan Document and delivered in connection herewith, or any action for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of thereof may be brought in the courts of the State of New York, the courts York or of the United States of America for the Southern District of New York York, and, by execution and delivery of this Agreement, the Borrower hereby accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and appellate courts from any thereof; (ii) . The Borrower irrevocably consents that to the service of process out of any of the aforementioned courts in any such action or proceeding may be brought in such courts and by the hand delivery, or mailing of copies thereof by registered or certified mail, postage prepaid, to the Borrower at its address set forth below. The Borrower hereby irrevocably waives any objection that which it may now or hereafter have to the laying of venue of such action any of the aforesaid actions or proceeding proceedings arising out of or in connection with this Agreement or any such court or that such action or proceeding was other Loan Document brought in an inconvenient court the courts referred to above and hereby further irrevocably waives and agrees not to plead or claim the same; (iii) agrees in any such court that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or brought in any substantially similar form of mail), postage prepaid, to such Person at its address determined court has been brought in accordance with Section 11 of this Agreement; and (iv) agrees that nothing an inconvenient forum. Nothing herein shall affect the right of the Administrative Agent to effect service of serve process in any other manner permitted by law or shall limit to commence legal proceedings or otherwise proceed against the right to sxx Borrower in any other jurisdiction.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of This Agreement shall be governed by and construed in accordance with the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts laws of the State of New York, without regard to principles of conflicts of law. Each party hereby irrevocably submits to the non-exclusive jurisdiction of any New York state court sitting in the Borough of Manhattan, the state and federal courts of sitting in the United States of America for the Southern District City of New York or any federal court sitting in the Borough of Manhattan in the City of New York (collectively, the "New York Courts") in respect of any Proceeding arising out of or relating to this Agreement, and appellate courts from any thereof; (ii) consents that any such action or proceeding irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the New York Courts. The Company irrevocably waives to the fullest extent it may be brought in such courts and waives effectively do so under applicable law any objection that it may now or hereafter have to the laying of the venue of any such action or proceeding brought in any New York Court and any claim that any such court or that such action or proceeding was Proceeding brought in any New York Court has been brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing forum. Nothing herein shall affect the right to effect of any Holder. Each party hereby irrevocably waives personal service of process and consents to process being served in any other such suit, action or proceeding by receiving a copy thereof sent 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. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law or shall limit the right to sxx in any other jurisdictionlaw.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each The provisions of this Agreement and the respective rights and duties of the parties hereto Pledgor, the Administrative Agent and the Lenders hereunder shall be governed by and construed in accordance with New York law. The Pledgor hereby irrevocably and unconditionally: (i) submits for itself and its property to the non-exclusive jurisdiction of any New York state or federal court sitting in New York County, New York, over any legal action or proceeding arising out of or relating to this Agreement Agreement, any Loan Document or any documents executed Related Writing, and delivered in connection herewith, or for recognition and enforcement of any judgment the Pledgor hereby irrevocably agrees that all claims in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought heard and determined in such courts and waives New York state or federal court. The Pledgor hereby irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of in any such action or proceeding in any such court as well as any right it may now or that hereafter have to remove such action or proceeding was brought in an inconvenient proceeding, once commenced, to another court and agrees not to plead on the grounds of FORUM NON CONVENIENS or claim the same; (iii) otherwise. The Pledgor agrees that service of process a final, nonappealable judgment in any such action or proceeding in any state or federal court in the State of New York shall be conclusive and may be effected enforced in other jurisdictions by mailing a copy thereof by registered suit on the judgment or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted provided by law or shall limit the right to sxx in any other jurisdictionlaw.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement shall be governed by, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONSand construed in accordance with, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts laws of the State of New York. (b) To the fullest extent permitted by Applicable Law, each party hereto (i) agrees that any claim, action or proceeding by such party seeking any relief whatsoever arising out of, or in connection with, this Agreement or the courts of transactions contemplated hereby shall be brought only in the United States of America District Court for the Southern District of New York or any New York State court, in each case, located in the Borough of Manhattan in New York City and appellate courts from not in any thereof; other State or Federal court in the United States of America or any court in any other country, (ii) consents that any such action or proceeding may be brought in agrees to submit to the exclusive jurisdiction of such courts located in the Borough of Manhattan in New York City for purposes of all legal proceedings arising out of, or in connection with, this Agreement or the transactions contemplated hereby, (iii) waives and waives agrees not to assert any objection that it may now or hereafter have to the laying of the venue of any such Action brought in such a court or any claim that any such Action brought in such a court has been brought in an inconvenient forum, (iv) agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 4.03 or any such court or that such action or proceeding was brought in an inconvenient court other manner as may be permitted by Applicable Law shall be valid and agrees not to plead or claim the same; sufficient service thereof and (iiiv) agrees that service of process a final judgment in any such action or proceeding shall be conclusive and may be effected enforced in other jurisdictions by mailing a copy thereof by registered suit on the judgment or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted provided by law or shall limit the right to sxx in any other jurisdictionApplicable Law.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx sue in any other jurisdiction.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of This Agreement shall be governed by and construed in accordance with the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts laws of the State of New York, without regard to principles of conflicts of law. Each party hereby irrevocably submits to the exclusive jurisdiction of any New York state court sitting in the Borough of Manhattan, the state and federal courts of sitting in the United States of America for the Southern District City of New York or any federal court sitting in the Borough of Manhattan in the City of New York (collectively, the "New York Courts") in respect of any Proceeding arising out of or relating to this Agreement, and appellate courts from any thereof; (ii) consents that any such action or proceeding irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the New York Courts. The Company irrevocably waives to the fullest extent it may be brought in such courts and waives effectively do so under applicable law any objection that it may now or hereafter have to the laying of the venue of any such action or proceeding brought in any New York Court and any claim that any such court or that such action or proceeding was Proceeding brought in any New York Court has been brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing forum. Nothing herein shall affect the right to effect of any Holder. Each party hereby irrevocably waives personal service of process and consents to process being served in any other such suit, action or proceeding by receiving a copy thereof sent 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. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law or shall limit the right to sxx in any other jurisdictionlaw.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThe provisions of this Agreement and the respective rights and duties of Borrower and Lender hereunder shall be governed by and construed in accordance with New York law, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each without regard to principles of the parties hereto conflicts of laws. Borrower hereby irrevocably and unconditionally: (i) submits for itself and its property to the non-exclusive jurisdiction of any New York state or federal court sitting in Manhattan, New York, over any legal such action or proceeding arising out of or relating to this Agreement Agreement, any Loan Document or any documents executed Related Writing, and delivered in connection herewith, or for recognition and enforcement of any judgment Borrower hereby irrevocably agrees that all claims in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought heard and determined in such courts and waives New York state or federal court. Borrower hereby irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of in any such action or proceeding in any such court as well as any right it may now or that hereafter have to remove such action or proceeding was brought in an inconvenient proceeding, once commenced, to another court and agrees not to plead on the grounds of FORUM NON CONVENIENS or claim the same; (iii) otherwise. Borrower agrees that service of process a final, nonappealable judgment in any such action or proceeding shall be conclusive and may be effected enforced in other jurisdictions by mailing a copy thereof by registered suit on the judgment or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted provided by law or shall limit the right to sxx in any other jurisdictionlaw.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each This Purchase Agreement and the relationships of the parties hereto in connection with the subject matter of this Purchase Agreement shall be governed by and determined in accordance with the substantive laws of the State of Delaware, in the United States of America, applicable to agreements made and to be performed entirely therein. Purchaser hereby irrevocably irrevocable and unconditionally: (ia) submits for itself and its property in any legal action or proceeding relating to this Purchase Agreement or any documents executed and delivered in connection herewithto which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive non-exclusive general jurisdiction of the courts of the State of New York, the courts Courts of the United States of America for the Southern District of New York York, and appellate courts from any thereof; (iib) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was proceedings as brought in an inconvenient court forum and agrees not to plead or claim the same; (iiic) agrees that service of process in any such action or proceeding may be effected by respectively delivering or mailing a copy thereof by personal delivery or by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Purchaser at the address set forth on the signature page hereof as at such Person at its other address determined of which the Company shall have been notified in accordance with the provisions of Section 11 of this Agreement6 hereof; and (ivd) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx xxx in any other jurisdiction.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each This Agreement and any dispute arising out of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to or in connection with this Agreement or any documents executed shall be governed by, and delivered construed in connection herewithaccordance with, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts Laws of the State of New York. (b) To the fullest extent permitted by applicable Law, each party hereto (i) agrees that any claim, action or proceeding by such party seeking any relief whatsoever arising out of, relating to or in connection with, this Agreement or the courts of transactions contemplated hereby shall be brought only in the United States of America District Court for the Southern District of New York or in any New York State court, in each case, located in the Borough of Manhattan and appellate courts from not in any thereof; other State or Federal court in the United States of America or any court in any other country, (ii) consents that any such action or proceeding may be brought in agrees to submit to the exclusive jurisdiction of such courts located in the Borough of Manhattan for purposes of all legal proceedings arising out of, or in connection with, this Agreement or the transactions contemplated hereby, (iii) waives and waives agrees not to assert any objection that it may now or hereafter have to the laying of the venue of any such Action brought in such a court and any claim that any such Action brought in such a court has been brought in an inconvenient forum, (iv) agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 3.3 or any such court or that such action or proceeding was brought in an inconvenient court other manner as may be permitted by Law shall be valid and agrees not to plead or claim the same; sufficient service thereof and (iiiv) agrees that service of process a final judgment in any such action or proceeding shall be conclusive and may be effected enforced in other jurisdictions by mailing a copy thereof by registered suit on the judgment or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted provided by law or shall limit the right to sxx in any other jurisdictionapplicable Law.

Governing Law; Submission to Jurisdiction. This Agreement and each Note (aif any) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) shall be construed in accordance with and governed by the law of the State of New York. Each of the parties hereto hereby irrevocably and unconditionally: (i) unconditionally submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general exclusive jurisdiction of the courts of the State of New York, the courts and venue of the United States of America District Court for the Southern District of New York and of any New York State court sitting in New York County, Borough of Manhattan, and any appellate courts court from any thereof; such federal or state court, for purposes of all suits, actions or legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby; provided that each of the parties hereto agrees that (i) a final judgment in any such suit, 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 and (ii) consents the Agent and each of the Lenders retain the right to bring actions or proceedings against Parent or the Borrower in the courts of any other jurisdiction in connection with the exercise of any rights under any agreement related to collateral provided hereunder that is governed by laws other than the law of the State of New York or with respect to any such action or proceeding may be brought in such courts and waives collateral subject thereto. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of such action or proceeding in any such proceeding brought in such a court or and any claim that any such action or proceeding was brought in such a court has been brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in any other jurisdictionforum.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) This Agreement shall be governed by and construed and interpreted in accordance with the laws of New York without reference to principles of conflict of laws. Each of the parties hereto Company and the Executive hereby irrevocably and unconditionally: : (i) submits for itself or himself, as applicable, and its or his property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewithAgreement, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York York, and appellate courts from any thereof; ; (ii) consents that any such action or proceeding may be brought in such courts courts, and waives any objection that it or he may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court forum and agrees not to plead or claim the same; ; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its or his address determined set forth in accordance with or designated pursuant to Section 11 of this Agreement26 hereof; and and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in sue xx any other jurisdiction.

Governing Law; Submission to Jurisdiction. This Agreement and each Note (aif any) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) shall be construed in accordance with and governed by the law of the State of New York. Each of the parties hereto hereby irrevocably and unconditionally: (i) unconditionally submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general exclusive jurisdiction of the courts of the State of New York, the courts and venue of the United States of America District Court for the Southern District of New York and of any New York State court sitting in New York County, Borough of Manhattan, and any appellate courts court from any thereof; such federal or state court, for purposes of all suits, actions or legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby; provided that each of the parties hereto agrees that (i) a final judgment in any such suit, 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 and (ii) consents the Agent, each of the Issuing Banks and each of the Lenders retain the right to bring actions or proceedings against the Borrower in the courts of any other jurisdiction in connection with the exercise of any rights under any agreement related to collateral provided hereunder that is governed by laws other than the law of the State of New York or with respect to any such action or proceeding may be brought in such courts and waives collateral subject thereto. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of such action or proceeding in any such proceeding brought in such a court or and any claim that any such action or proceeding was brought in such a court has been brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in any other jurisdictionforum.

Governing Law; Submission to Jurisdiction. The Agreement shall ----------------------------------------- be governed by, and construed and enforced in accordance with, the domestic laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (awhether of the State of Delaware or any other jurisdiction) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in agrees that any legal action or proceeding relating with respect to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to hereof brought by the nonexclusive general jurisdiction of other party hereto or its successors or assigns may be brought and determined in the courts of the State of New YorkDelaware, the courts and each of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that parties hereto hereby irrevocably submits with regard to any such action or proceeding may be brought for itself and in respect to its property, generally and unconditionally, to the nonexclusive jurisdiction of the aforesaid courts. Each of the parties 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 Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) that it or 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 judgment, execution of judgment, or otherwise), and waives any objection (c) to the fullest extent permitted by the applicable law, that it may now (i) the suit, action or hereafter have to proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court is improper and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect , or the right to effect service of process subject matter hereof, may not be enforced in any other manner permitted or by law or shall limit the right to sxx in any other jurisdictionsuch courts.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) This Agreement shall be governed by and construed and interpreted in accordance with the laws of New York without reference to principles of conflict of laws. Each of the parties hereto Company and the Executive hereby irrevocably and unconditionally: : (i) submits for itself or herself, as applicable, and its or her property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewithAgreement, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York York, and appellate courts from any thereof; ; (ii) consents that any such action or proceeding may be brought in such courts courts, and waives any objection that it or she may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court forum and agrees not to plead or claim the same; ; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its or her address determined set forth in accordance with or designated pursuant to Section 11 of this Agreement26 hereof; and and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in sue xx any other jurisdiction.

Governing Law; Submission to Jurisdiction. This Agreement and each Series [ ] Incremental Term Note (aif any) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) shall be construed in accordance with and governed by the law of the State of New York. Each of the parties hereto hereby irrevocably and unconditionally: (i) unconditionally submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general exclusive jurisdiction of the courts of the State of New York, the courts and venue of the United States of America District Court for the Southern District of New York and of any New York State court sitting in New York County, Borough of Manhattan, and any appellate courts court from any thereof; such federal or state court, for purposes of all suits, actions or legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby; provided that each of the parties hereto agrees that (i) a final judgment in any such suit, 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 and (ii) consents the Agent and each of the Lenders retain the right to bring actions or proceedings against the Borrower in the courts of any other jurisdiction in connection with the exercise of any rights under any agreement related to collateral provided hereunder that is governed by laws other than the law of the State of New York or with respect to any such action or proceeding may be brought in such courts and waives collateral subject thereto. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of such action or proceeding in any such proceeding brought in such a court or and any claim that any such action or proceeding was brought in such a court has been brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in any other jurisdictionforum.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALAll questions concerning the construction, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONSvalidity, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each enforcement and interpretation of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to shall be governed by the nonexclusive general jurisdiction of the courts internal laws of the State of New York, the courts without giving effect to any choice of law or conflict of law provision or rule (whether of the United States of America for the Southern District State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and appellate federal courts from sitting in The City of New York, Borough of Manhattan, for the adjudication of any thereof; (ii) consents dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding may be is brought in such courts and waives any objection an inconvenient forum or that it may now or hereafter have to the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such court or that such suit, action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person party at its the address determined in accordance with Section 11 of for such notices to it under this Agreement; and (iv) Agreement and agrees that nothing herein such service shall affect the right to effect constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any other way any right to serve process in any manner permitted by law or shall limit the right to sxx in any other jurisdictionlaw.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) This Agreement shall be governed by and construed and interpreted in accordance with the laws of New York without reference to principles of conflict of laws. Each of the parties hereto Company and the Executive hereby irrevocably and unconditionally: : (i) submits for itself or himself, as applicable, and its or his property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewithAgreement, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York York, and appellate courts from any thereof; ; (ii) consents that any such action or proceeding may be brought in such courts courts, and waives any objection that it or he may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court forum and agrees not to plead or claim the same; ; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its or his address determined set forth in accordance with or designated pursuant to Section 11 of this Agreement26 hereof; and and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in sue xx any other jurisdiction.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT INDENTURE, THE NOTE GUARANTEES AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, THE NOTE GUARANTEES AND EACH NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) YORK. Each of the parties hereto hereby irrevocably consents and unconditionally: (i) submits submits, for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement respect of any judgment in respect thereofof its assets or property, to the nonexclusive general jurisdiction of the courts any court of the State of New York or any United States Federal court sitting, in each case, in the Borough of Manhattan, the City of New York, the courts of the New York, United States of America for the Southern District of New York America, and any appellate courts court from any thereof; (ii) consents that thereof in any such suit, action or proceeding that may be brought in connection with this Indenture or the Notes, and waives any immunity from the jurisdiction of such courts. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that may be brought in such courts and waives whether on the grounds of venue, residence or domicile or on the ground that any objection that it may now or hereafter have to the venue of such suit, action or proceeding has been brought in an inconvenient forum. Each of the parties hereto agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in its jurisdiction of organization of judgments validly obtained in any such court or that in New York on the basis of such suit, action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in any other jurisdictionproceeding.

Governing Law; Submission to Jurisdiction. This Agreement and the other Financing Documents shall be governed by and construed in accordance with the laws of the State of New York. The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court located in New York City, Borough of Manhattan, or federal court of the United States of America sitting in the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Financing Documents (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALother than with respect to any action or proceeding by the Agent or the Borrower in respect of rights under any Collateral Document governed by laws other than the laws of the State of New York or with respect to any Collateral subject thereto), SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONSor for recognition or enforcement of any judgment, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each and each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment unconditionally agrees that all claims in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought heard and determined in such courts New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and waives may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Borrower irrevocably waives, to the fullest extent permitted by law, any objection that which it may now or hereafter have to the laying of the venue of such action or proceeding in any such proceeding brought in such a court or and any claim that any such action or proceeding was brought in such a court has been brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in any other jurisdictionforum.

Governing Law; Submission to Jurisdiction. This Agreement shall be governed by, and construed and enforced in accordance with, the domestic laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (awhether of the State of Delaware or any other jurisdiction) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in agrees that any legal action or proceeding relating with respect to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to hereof brought by any other party hereto or its successors or assigns shall be brought and determined in the nonexclusive general jurisdiction of the state and federal courts of the State of New YorkDelaware, the courts and each of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that parties hereto hereby irrevocably submits with regard to any such action or proceeding may be brought for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of the parties 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 agreement, any claim (a) that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, (b) that it or 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 judgment, execution of judgment, or otherwise), and waives any objection (c) to the fullest extent permitted by the applicable law, that it may now (i) the suit, action or hereafter have to proceeding in such courts is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court is improper and agrees not to plead or claim the same; (iii) agrees that service of process this agreement, or the subject matter hereof, may not be enforced in any or by such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in any other jurisdictioncourts.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement shall be governed by, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONSand construed in accordance with, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts law of the State of New York, . The Borrower hereby submits to the courts nonexclusive jurisdiction of the United States of America District Court for the Southern District of New York and appellate courts from of any thereof; New York 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 hereby irrevocably appoints CT Corporation System (ii) consents that the “Process Agent”), with an office on the date hereof at 000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of the Borrower and its Property service of the copies of the summons and complaint and any other process which may be served in any such action or proceeding may be legal proceedings brought in any such courts court, and waives the Borrower agrees that the failure of the Process Agent to give any notice of any such service of process to the Borrower shall not impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement of any judgment based thereon. The Borrower irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of such action or proceeding in any such proceeding brought in such a court or and any claim that any such action or proceeding was brought in such a court has been brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in any other jurisdictionforum.

Governing Law; Submission to Jurisdiction. This Agreement and each Note (aif any) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) shall be construed in accordance with and governed by the law of the State of New York. Each of the parties hereto hereby irrevocably and unconditionally: (i) unconditionally submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general exclusive jurisdiction of the courts of the State of New York, the courts and venue of the United States of America District Court for the Southern District of New York and of any New York State court sitting in New York County, Borough of Manhattan, and any appellate courts court from any thereof; such federal or state court, for purposes of all suits, actions or legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby; provided that each of the parties hereto agrees that (i) a final judgment in any such suit, 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 and (ii) consents the Agent, each of the Issuing Banks and each of the Lenders retain the right to bring actions or proceedings against Parent or the Borrower in the courts of any other jurisdiction in connection with the exercise of any rights under any agreement related to collateral provided hereunder that is governed by laws other than the law of the State of New York or with respect to any such action or proceeding may be brought in such courts and waives collateral subject thereto. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of such action or proceeding in any such proceeding brought in such a court or and any claim that any such action or proceeding was brought in such a court has been brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in any other jurisdictionforum.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONSand construed in accordance with, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSthe internal Laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in agrees that any legal action Proceeding arising out of or proceeding relating related to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereofhereof brought by any other party hereto or its successors or assigns shall only be brought in the Court of Chancery in and for New Castle County in the State of Delaware, and each of the parties hereby irrevocably submits to the nonexclusive general exclusive jurisdiction of the aforesaid courts of the State of New Yorkfor itself and with respect to its property, the courts of the United States of America for the Southern District of New York generally and appellate courts from any thereof; (ii) consents that unconditionally, with regard to any such action or proceeding may be brought Proceeding arising out of or relating to this Agreement and the transactions contemplated hereby (and other than to enforce judgments obtained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and courts, agrees not to plead or claim commence any Proceeding relating thereto except in such courts). Each of the same; (iii) parties agrees that further to accept service of process in any manner permitted by such action courts. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or proceeding may be effected by mailing as a copy thereof by registered defense, counterclaim or certified mail otherwise, in any Proceeding arising out of or related to this Agreement or the transactions contemplated hereby, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure lawfully to serve process, (ii) that it or its property is exempt or immune from jurisdiction of any substantially similar form such court or from any legal process commenced in such courts (whether through service of mailnotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), postage prepaid(iii) to the fullest extent permitted by law, to that (A) the Proceeding in any such Person at its address determined court is brought in accordance with Section 11 an inconvenient forum, (B) the venue of such Proceeding is improper or (C) this Agreement; and , or the subject matter hereof, may not be enforced in or by such courts and (iv) agrees that nothing herein shall affect the any right to effect service of process in any other manner permitted a trial by law or shall limit the right to sxx in any other jurisdictionjury.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each This Agreement and any dispute arising out of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to or in connection with this Agreement or any documents executed shall be governed by, and delivered construed in connection herewithaccordance with, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts Laws of the State of New York. (b) To the fullest extent permitted by applicable Law, each party hereto (i) agrees that any claim, action or proceeding by such party seeking any relief whatsoever arising out of, relating to or in connection with, this Agreement or the courts of transactions contemplated hereby shall be brought only in the United States of America District Court for the Southern District of New York or in any New York State court, in each case, located in the Borough of Manhattan and appellate courts from not in any thereof; other State or Federal court in the United States of America or any court in any other country, (ii) consents that any such action or proceeding may be brought in agrees to submit to the exclusive jurisdiction of such courts located in the Borough of Manhattan for purposes of all legal proceedings arising out of, or in connection with, this Agreement or the transactions contemplated hereby, (iii) waives and waives agrees not to assert any objection that it may now or hereafter have to the laying of the venue of any such Action brought in such a court or any claim that any such Action brought in such a court has been brought in an inconvenient forum, (iv) agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided for notices in Section 12.03 or any such court or that such action or proceeding was brought in an inconvenient court other manner as may be permitted by Law shall be valid and agrees not to plead or claim the same; sufficient service thereof and (iiiv) agrees that service of process a final judgment in any such action or proceeding shall be conclusive and may be effected enforced in other jurisdictions by mailing a copy thereof by registered suit on the judgment or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted provided by law or applicable Law. The preceding sentence shall not limit the right to sxx jurisdiction of the Accounting Arbitrator set forth in any other jurisdictionSection 3.05, although claims may be asserted in such courts described in the preceding sentence for purposes of enforcing the jurisdiction and judgments of the Accounting Arbitrator.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of This Agreement and each Note shall be governed by and construed in accordance with the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts laws of the State of New York; provided that each of (i) the interpretation of the definition of Acquired Entity Material Adverse Effect and the determination of whether there shall have occurred an Acquired Entity Material Adverse Effect, (ii) the courts occurrence of the Acquisition Agreement Representation Condition (including whether as a result thereof the Company or its applicable affiliate has the right or would have had the right to terminate its obligations (or the right not to consummate the Acquisition) under the Acquisition Agreement) and (iii) the determination of whether the Acquisition has been consummated as contemplated by the Acquisition Agreement, shall be determined in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws that would result in the application of the laws of another jurisdiction. The Company hereby submits to the nonexclusive jurisdiction of the United States of America District Court for the Southern District of New York and appellate courts from of any thereof; (ii) consents that any such action New York State court sitting in New York City, for purposes of all legal proceedings arising out of or proceeding may be brought in such courts and waives relating to this Agreement or the transactions contemplated hereby. The Company irrevocably waives, to the fullest extent permitted by law, any objection that which it may now or hereafter have to the laying of the venue of such action or proceeding in any such proceeding brought in such a court or and any claim that any such action or proceeding was brought in such a court has been brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in any other jurisdictionforum.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement shall be governed by, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONSand construed in accordance with, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts law of the State of New York, . The Borrower hereby submits to the courts nonexclusive jurisdiction of the United States of America District Court for the Southern District of New York and appellate courts from of any thereof; New York 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 hereby irrevocably appoints CT Corporation System (ii) consents that the “Process Agent”), with an office on the date hereof at 100 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of the Borrower and its Property service of the copies of the summons and complaint and any other process which may be served in any such action or proceeding may be legal proceedings brought in any such courts court, and waives the Borrower agrees that the failure of the Process Agent to give any notice of any such service of process to the Borrower shall not impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement of any judgment based thereon. The Borrower irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of such action or proceeding in any such proceeding brought in such a court or and any claim that any such action or proceeding was brought in such a court has been brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in any other jurisdictionforum.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement shall be subject to New York law and jurisdiction. Any dispute, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONScontroversy or claim arising from, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each out of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property or in connection with this Agreement may be resolved by any legal suit, action or proceeding relating to this Agreement or any documents executed and delivered (“Proceedings”) in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of in the City and State of New York, . The parties irrevocably submits to the non-exclusive jurisdiction of such courts in connection therewith and waives any objection which it may have in relation to the venue of the United States Proceedings or any claim that such Proceedings have been brought in an inconvenient forum. The Company hereby waives personal service of America for the Southern District of New York process upon it and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected made by mailing a copy thereof by certified or registered or certified mail (or any substantially similar form of mail), postage prepaidreturn receipt requested, directed to such Person the Company at its address determined in accordance with Section 11 of this Agreement; and last specified for notices hereunder, and service so made shall be deemed completed five (iv5) agrees that nothing herein days after the same shall affect have been so mailed. Subject as set out above, the right submission to effect service of process in any other manner permitted by law or such non-exclusive jurisdiction shall not, and shall not be construed so as to, limit the right of any party to sxx take Proceedings against any of the other parties in whatsoever jurisdictions shall to it seem fit nor shall the taking of the Proceedings in any one or more jurisdiction preclude the taking of the Proceedings in any other jurisdiction, whether concurrently or not.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each This Agreement and any dispute arising out of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to or in connection with this Agreement or any documents executed shall be governed by, and delivered construed in connection herewithaccordance with, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts Laws of the State of New York. (b) To the fullest extent permitted by applicable Law, each party hereto (i) agrees that any claim, action or proceeding by such party seeking any relief whatsoever arising out of, relating to or in connection with, this Agreement or the courts of transactions contemplated hereby shall be brought only in the United States of America District Court for the Southern District of New York or in any New York State court, in each case, located in the Borough of Manhattan and appellate courts from not in any thereof; other State or Federal court in the United States of America or any court in any other country, (ii) consents that any such action or proceeding may be brought in agrees to submit to the exclusive jurisdiction of such courts located in the Borough of Manhattan for purposes of all legal proceedings arising out of, or in connection with, this Agreement or the transactions contemplated hereby, (iii) waives and waives agrees not to assert any objection that it may now or hereafter have to the laying of the venue of any such Action brought in such a court or any claim that any such Action brought in such a court has been brought in an inconvenient forum, (iv) agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 5.03 or any such court or that such action or proceeding was brought in an inconvenient court other manner as may be permitted by Law shall be valid and agrees not to plead or claim the same; sufficient service thereof and (iiiv) agrees that service of process a final judgment in any such action or proceeding shall be conclusive and may be effected enforced in other jurisdictions by mailing a copy thereof by registered suit on the judgment or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted provided by law or shall limit the right to sxx in any other jurisdictionapplicable Law.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) This Agreement shall be governed by and construed and interpreted in accordance with the laws of New York without reference to principles of conflict of laws. Each of the parties hereto Company and the Executive hereby irrevocably and unconditionally: : (i) submits for itself or himself, as applicable, and its or his property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewithAgreement, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York York, and appellate courts from any thereof; ; (ii) consents that any such action or proceeding may be brought in such courts courts, and waives any objection that it or he may now or hereafter have to the venue of any such 12 30 action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court forum and agrees not to plead or claim the same; ; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its or his address determined set forth in accordance with or designated pursuant to Section 11 of this Agreement26 hereof; and and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in sue xx any other jurisdiction.

Governing Law; Submission to Jurisdiction. The Agreement shall be ----------------------------------------- governed by, and construed and enforced in accordance with, the domestic laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (awhether of the State of Delaware or any other jurisdiction) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in agrees that any legal action or proceeding relating with respect to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to hereof brought by the nonexclusive general jurisdiction of other party hereto or its successors or assigns may be brought and determined in the courts of the State of New YorkDelaware, the courts and each of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that parties hereto hereby irrevocably submits with regard to any such action or proceeding may be brought for itself and in respect to its property, generally and unconditionally, to the nonexclusive jurisdiction of the aforesaid courts. Each of the parties 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 Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) that it or 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 judgment, execution of judgment, or otherwise), and waives any objection (c) to the fullest extent permitted by the applicable law, that it may now (i) the suit, action or hereafter have to proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court is improper and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect , or the right to effect service of process subject matter hereof, may not be enforced in any other manner permitted or by law or shall limit the right to sxx in any other jurisdictionsuch courts.

Governing Law; Submission to Jurisdiction. This Indenture (aincluding any Note Guarantees), and the Notes, and any claim controversy or dispute arising under or related to this Indenture (including any Note Guarantees) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALor the Notes, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONSshall be governed by, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each and construed in accordance with, the laws of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any State of New York. Any legal suit, action or proceeding relating to arising out of or based upon this Agreement Indenture (including any Note Guarantees), the Notes or any documents executed and delivered the transactions contemplated by this Indenture may be instituted in connection herewith, the federal courts of the United States of America located in the City of New York or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, in each case located in the courts of the United States of America for the Southern District City of New York (collectively, the “Specified Courts”), and appellate each party irrevocably submits to the non-exclusive jurisdiction of such courts from any thereof; (ii) consents that in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 11.03 will be effective service of process for any such suit, action or proceeding may be brought in any such courts court. Each of the Company, the Guarantor, the Trustee and each Holder (by its acceptance of any Note) irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of such any suit, action or other proceeding in any such court or that such action or proceeding was brought in an inconvenient court the Specified Courts and irrevocably and unconditionally waives and agrees not to plead or claim the same; (iii) agrees that service of process in any such suit, action or other proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined has been brought in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in any other jurisdictionan inconvenient forum.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW LAW, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in any other jurisdiction.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL13.7.1 Any questions, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONSclaims, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSdisputes, remedies or Actions arising from or related to this Agreement, and any relief or remedies sought by any Parties, will be governed exclusively by the Laws of the Province of British Columbia and Environmental Law without regard to the rules of conflict of laws applied therein or any other jurisdiction. (b) Each of 13.7.2 To the parties hereto hereby irrevocably and unconditionally: fullest extent permitted by applicable Law, each Party (i) submits for itself and its property in agrees that any legal claim, action or proceeding relating to by such Party seeking any relief whatsoever arising out of, or in connection with, this Agreement or any documents executed and delivered the transactions contemplated hereby will be brought only in connection herewiththe Court, or for recognition and enforcement of any judgment in respect thereof, if brought prior to the nonexclusive general entry of a final order closing the CCAA Proceedings; (ii) agrees to submit to the exclusive jurisdiction of the courts Court, for purposes of all legal proceedings arising out of, or in connection with, this Agreement or the State of New York, the courts of the United States of America for the Southern District of New York transactions contemplated hereby; (iii) waives and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts and waives agrees not to assert any objection that it may now or hereafter have to the laying of the venue of any such Action brought in such court or any claim that any such Action brought in such court has been brought in an inconvenient forum; (iv) agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 13.8 or any such court or that such action or proceeding was brought in an inconvenient court other manner as may be permitted by Law will be valid and agrees not to plead or claim the same; sufficient service thereof; and (iiiv) agrees that service of process a final judgment in any such action or proceeding will be conclusive and may be effected enforced in other jurisdictions by mailing a copy thereof by registered suit on the judgment or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted provided by law or shall limit the right to sxx in any other jurisdictionapplicable Law.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALEach Credit Document shall be governed by, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONSand construed in accordance with, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each the law of the parties hereto Commonwealth of Massachusetts, without regard to the principles of conflicts of laws thereof (except in the case of the other Credit Documents, to the extent otherwise expressly stated therein). Each Obligor hereby irrevocably and unconditionally: : (i) submits for itself and its property in any legal action or proceeding Proceeding relating to this Agreement or any documents executed and delivered in connection herewithCredit Document to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive non-exclusive general jurisdiction of the courts of the State Commonwealth of New YorkMassachusetts, the courts of the United States of America for the Southern District of New York Massachusetts, and appellate courts from any thereof; ; (iib) consents that any such action or proceeding Proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding Proceeding in any such court or that such action or proceeding Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; ; (iiic) agrees that service of process in any such action or proceeding Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person Borrower at its address determined set forth in accordance with Section 11 12.2 or at such other address of this Agreementwhich the Administrative Agent shall have been notified pursuant thereto; and and (ivd) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx xxx in any other jurisdiction. (b) Each Obligor hereby irrevocably appoints and designates CT Corporation System, as its true and lawful attorney and duly authorized agent for service of legal process of such Obligor.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONSthe Notes and the other Credit Documents shall be governed by, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSand construed and enforced in accordance with, the laws of the State of New York without regard to conflict of law principles thereof. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any Any legal action or proceeding relating with respect to this Agreement or any documents executed and delivered other Credit Document may be brought in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State state of New York, the courts York sitting in New York City or of the United States of America for the Southern District of New York such state, and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought by execution and delivery of this Agreement, the Borrower, the Administrative Agent and each Lender consents, for itself and in such courts respect of its property, to the non-exclusive jurisdiction of those courts. The Borrower, the Administrative Agent and each Lender irrevocably waives any objection, including any objection that to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the venue bringing of such any action or proceeding in such jurisdiction in respect of this Agreement or any such court other Credit Document or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;other document related thereto. (iiic) agrees that The Borrower irrevocably consents to the service of any and all process in any such action or proceeding may be effected by the mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, copies of such process to such Person it at its the address determined specified for it in accordance with Section 11 of this Agreement; and. (ivd) agrees that nothing herein Nothing in this Section 9.13 shall affect the right of the Administrative Agent or any other Lender to effect service of serve legal process in any other manner permitted by law or shall limit affect the right of the Administrative Agent or any other Lender to sxx bring any action or proceeding against the Borrower in the courts of any other jurisdiction.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT (EXCEPT, AS TO ANY OTHER TRANSACTION DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSYORK. (b) Each of the parties party hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewiththe other Transaction Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive exclusive general jurisdiction of the courts of the State of New YorkYork in the Borough of Manhattan, the courts of the United States of America for the Southern District of New York York, and the appellate courts from of any thereofof them; (ii) consents that any such action or proceeding may be brought in such courts any court described in Section 6.2(b)(i) and waives to the fullest extent permitted by Applicable Law any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person party at its address determined set forth in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any 6.3 or at such other manner address as may be permitted by law or shall limit the right to sxx in any other jurisdiction.thereunder;

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of This Agreement shall be governed by the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts internal laws of the State of New York, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the courts 1940 Act. With respect to any suit, action or proceeds relating to this Agreement or any matter between the parties arising under or in connection with this Agreement (“Proceedings”), each of the Sub-Adviser and the Adviser irrevocably submits to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and the United States of America District Court for the Southern District of New York York, and any appellate courts court from any thereof; (ii) consents thereof and irrevocably agrees that any all claims in respect of such action or proceeding Proceedings may be brought heard and determined in such courts New York State or federal court. Each of the Sub-Adviser and waives the Adviser irrevocably waives, to the fullest extent permitted by applicable law, any objection that which it may now or hereafter have at any time to the laying of venue of such action or proceeding any Proceedings brought in any such court or court, waives any claim that such action or proceeding was Proceedings have been brought in an inconvenient court forum and agrees not further waives the right to plead or claim object, with respect to such Proceedings, to such court’s jurisdiction over such party. Each of the same; (iii) agrees that Sub-Adviser and the Adviser irrevocably consents to the service of any and all process in any such action or proceeding by the mailing or delivery of copies of such process to it at their respective address for notices set forth in the Indenture. Each of the Sub-Adviser and the Adviser agrees that a final, non-appealable judgment in any such Proceeding shall be conclusive and may be effected enforced in other jurisdictions by mailing a copy thereof by registered suit on the judgment or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted provided by law or shall limit the right to sxx in any other jurisdictionlaw.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement shall be construed, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONSinterpreted, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each enforced and governed by and under the Applicable Laws of the parties State of Delaware without regard to its choice of law rules. The Parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property submit to the exclusive jurisdiction of any court of competent civil jurisdiction sitting in the State of Delaware over any legal action or proceeding relating to arising out of this Agreement or any documents executed of the Transactions and delivered each Party hereto hereby irrevocably agrees that all claims in connection herewith, respect of such action may be heard and determined in such courts. The Parties hereto hereby irrevocably waive any objection that they may now or for recognition and enforcement hereafter have to the laying of venue of such action brought in such court or any claim that such action brought in such court has been brought in an inconvenient forum. Each of the Parties hereto agrees that a judgment in respect thereof, such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by any Applicable Law. Each of the Parties hereto hereby irrevocably consents to process being served by any Party hereto in any action by delivery of a copy thereof in accordance with the provisions of Section 11.3 (Notices) and consents to the nonexclusive general exercise of jurisdiction of the courts of the State of New YorkDelaware over it and its properties with respect to any action, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action suit or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 arising out of this Agreement or the transactions contemplated hereby or the enforcement of any rights under this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in any other jurisdiction.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) This Agreement shall be governed by and construed and interpreted in accordance with the laws of New York without reference to principles of conflict of laws. Each of the parties hereto Company and the Executive hereby irrevocably and unconditionally: : (i) submits for itself or himself, as applicable, and its or his property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewithAgreement, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York York, and appellate courts from any thereof; ; (ii) consents that any such action or proceeding may be brought in such courts courts, and waives any objection that it or he may now or hereafter have to the venue of any such 12 29 action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court forum and agrees not to plead or claim the same; ; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its or his address determined set forth in accordance with or designated pursuant to Section 11 of this Agreement26 hereof; and and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in sue xx any other jurisdiction.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; ; (ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in any other jurisdiction.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement shall be governed by, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONSand construed in accordance with, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts laws of the State of New YorkYork applicable to contracts executed in and to be performed in that State, except as may be governed by the Bankruptcy Code. Without limiting any Party’s right to appeal any Order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 8.9 hereof; provided, however, that if the Bankruptcy Case has closed, the courts parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States of America District Court for the Southern District of New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate courts court from any thereof; (ii) consents that , for the resolution of any such action claim or proceeding may be brought in such courts and waives dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection that it which they may now or hereafter have to the laying of venue of any such action dispute brought in such court or proceeding any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding dispute may be effected enforced in other jurisdictions by mailing a copy thereof by registered suit on the judgment or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted provided by law or shall limit the right to sxx in any other jurisdictionlaw.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement shall ----------------------------------------- be governed by, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONSand construed in accordance with, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) the laws of the State of New York without regard to principles of conflicts of laws. Each of the parties hereto hereby irrevocably consents to personal jurisdiction and unconditionally: (i) submits for itself and its property venue in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts court of the State of New York, the courts of the United States of America for York or any Federal court sitting in the Southern District of New York for the purposes of any suit, action or other proceeding arising out of this Agreement or any of the agreements or transactions contemplated hereby, which is brought by or against such party, and appellate courts from any thereof; (ii) consents hereby agrees that all claims in respect of any such suit, action or proceeding may be brought heard and determined in any such courts and waives any objection that it may now or hereafter have court. Each of the parties hereto hereby irrevocably consents to the venue service of process of any of the aforementioned courts in any such suit, action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim by the same; (iii) agrees that service mailing of process in any such action or proceeding may be effected by mailing a copy copies thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person party at its address determined in accordance with Section 11 of this Agreement; and set forth above, such service to become effective ten (iv10) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in any other jurisdictiondays after such mailing. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF THIS AGREEMENT OR CONDUCT IN CONNECTION WITH THIS AGREEMENT IS HEREBY WAIVED.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each Except with respect ----------------------------------------- to matters relating to the perfection and enforceability of the parties hereto remedial provisions contained in any real property security instruments, the Loan Documents (including, without limitation, this Agreement and the Amended and Restated Note) shall be governed by, and construed and enforced in accordance with, the laws of the State of Arizona applicable to agreements made and to be performed entirely therein. The Company further hereby irrevocably and unconditionally: (ia) submits for itself and its property Properties in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewiththe other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive non-exclusive general jurisdiction of the courts Superior Court of the State of New YorkArizona sitting in Maricopa County, the courts of the United States of America District Court for the Southern District of New York Arizona (Phoenix Division), and appellate courts from any thereof; (iib) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iiic) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person the Company at its address determined set forth in accordance with Section 11 11.02 above or at such other address of this Agreement; andwhich the Administrative Agent shall have been notified pursuant thereto; (ivd) agrees that nothing contained herein shall affect the right to effect service of process in any other manner permitted by law Law or shall limit the right to sxx xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by Law, any right it may have to claim or recover in any legal action or proceeding any special, exemplary, punitive or consequential damages.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement and each other Transaction Agreement and all claims or causes of action (whether at Law, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONSin contract, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWStort or otherwise, or in equity) that may be based upon, arise out of or relate to this Agreement, or any other Transaction Agreement or the negotiation, execution or performance of this Agreement or any other Transaction Agreement or the inducement of any party to enter into any Transaction Agreement, whether for breach of contract, tortious conduct or otherwise, and whether now existing or hereafter arising (each, a “Transaction Dispute”), shall be governed by and construed and enforced in accordance with the internal laws of the State of New York applicable to contracts made and performed in such State without giving regard to any conflict of laws provisions that would require or permit the application of the Laws of any other jurisdiction. (b) Except as provided in Section 4.02, the parties hereto hereby irrevocably submit to the jurisdiction of any federal or state court located in the Borough of Manhattan within the City of New York (and, in each case, any appellate courts thereof), over any Transaction Dispute and each party hereby irrevocably agrees that all claims in respect of any Transaction Dispute shall be heard and determined exclusively in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such Transaction Dispute brought in such court or any defense of inconvenient forum for the maintenance of such Transaction Dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. (c) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property consents to process being served by any party to this Agreement in any legal suit, action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement by the delivery of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with the provisions of Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in any other jurisdiction14.02. Section 14.11.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH WITH, THE INTERNAL, SUBSTANTIVE LAWS LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto YORK. Borrower hereby irrevocably and unconditionally: (ia) submits for itself and its property Property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewiththe other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York York, and appellate courts from any thereof; (iib) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iiic) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person Borrower at its address determined set forth in accordance with Section 11 10.2 or at such other address of this Agreement; andwhich the Administrative Agent shall have been notified pursuant thereto; (ivd) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of This Agreement shall be governed by the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts internal laws of the State of New York, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the courts 1940 Act. With respect to any suit, action or proceeds relating to this Agreement or any matter between the parties arising under or in connection with this Agreement (“Proceedings”), each of the Sub-Adviser and the Adviser irrevocably submits to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and the United States of America District Court for the Southern District of New York York, and any appellate courts court from any thereof; (ii) consents thereof and irrevocably agrees that any all claims in respect of such action or proceeding Proceedings may be brought heard and determined in such courts New York State or federal court. Each of the Sub-Adviser and waives the Adviser irrevocably waives, to the fullest extent permitted by applicable law, any objection that which it may now or hereafter have at any time to the laying of venue of such action or proceeding any Proceedings brought in any such court or court, waives any claim that such action or proceeding was Proceedings have been brought in an inconvenient court forum and agrees not further waives the right to plead or claim object, with respect to such Proceedings, to such court's jurisdiction over such party. Each of the same; (iii) agrees that Sub-Adviser and the Adviser irrevocably consents to the service of any and all process in any such action or proceeding by the mailing or delivery of copies of such process to it at their respective address for notices set forth in the Indenture. Each of the Sub-Adviser and the Adviser agrees that a final, non-appealable judgment in any such Proceeding shall be conclusive and may be effected enforced in other jurisdictions by mailing a copy thereof by registered suit on the judgment or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted provided by law or shall limit the right to sxx in any other jurisdictionlaw.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) This Agreement shall be governed by and construed and interpreted in accordance with the laws of New York without reference to principles of conflict of laws. Each of the parties hereto Company and the Executive hereby irrevocably and unconditionally: : (i) submits for itself or himself, as applicable, and its or his property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewithAgreement, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York York, and appellate courts from any thereof; ; (ii) consents that any such action or proceeding may be brought in such courts courts, and waives any objection that it or he may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court forum and agrees not to plead or claim the same; ; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its or his address determined set forth in accordance with or designated pursuant to Section 11 of this Agreement26 hereof; and and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx xxx in any other jurisdiction.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any YORK. Any legal action or proceeding relating with respect to this Agreement or any documents executed and delivered may be brought in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New YorkYork in New York County, the courts or of the United States of America for the Southern District of New York York, and, by execution and appellate courts from any thereof; (ii) consents that any delivery of this Agreement, each party hereto hereby irrevocably accepts for itself and in respect of its property, generally and unconditional, the nonexclusive jurisdiction of such action or proceeding may be brought in such courts and waives courts. Each party hereto irrevocably waives, to the fullest extent permitted by Law, any objection that which it may now or hereafter have to the laying of the venue of any such action or proceeding brought in such court and any claim that any such proceeding brought in any such court or that such action or proceeding was has been brought in an inconvenient court and agrees not forum. Each party hereto hereby irrevocably consents to plead or claim the same; (iii) agrees that service of process being served in any such suit, action or proceeding may be effected by the mailing of a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to such Person at its party’s address determined referred to in accordance with Section 11 of this Agreement; and (iv) 7.01. Each party hereto agrees that nothing herein such service (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by Law, be taken and held to be valid personal service upon and personal delivery to it. Nothing in this Section 7.06 shall affect the right of any party to effect service of serve process in any other manner permitted by law Law or shall limit the right of any party to sxx in bring proceedings against any other jurisdictionparty in the courts of any jurisdiction in connection with the enforcement of and judgment.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT INDENTURE, THE NOTE GUARANTEES AND THE NOTES SHALL BE GOVERNED BY BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE APPLICABLE TO THE RULES THEREOF RELATING AGREEMENTS MADE AND TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED PERFORMED IN ACCORDANCE WITH SUCH LAWSSAID STATE. (b) Each of the parties hereto The Company hereby irrevocably and unconditionally: (i) submits for itself and its property in agrees that any legal suit, action or proceeding against it arising out of or relating to this Agreement Indenture or the Notes, as the case may be, may be instituted in any documents executed and delivered Federal or state court sitting in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State 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; (ii) consents that any such action or proceeding may be brought in such courts and waives waives, to the extent permitted by applicable law, any objection that which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, and any claim that any suit, action or proceeding in any such a court or that such action or proceeding was has been brought in an inconvenient court and agrees not to plead or claim the same; forum, (iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding, (iv) agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon each and may be enforced in the courts of the jurisdiction of which each is subject, respectively, by a suit upon judgment, (v) agrees that service of process by mail to the addressed specified in Section 12.02 hereof shall constitute personal service of such process on it in any such suit, action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in any other jurisdictionproceeding.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement shall be governed by, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONSand construed in accordance with, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each the law of the parties hereto State of New York. The Pledgor hereby further irrevocably and unconditionally: (ia) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewithof the other Security Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive non-exclusive general jurisdiction of the courts Courts of the State of New York, the courts of the United States of America for the Southern District of New York York, and appellate courts from any thereof; (iib) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iiic) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail return receipt requested (or any substantially similar form of mail), postage prepaid, to such Person the Pledgor at its address determined in accordance set forth herein or at such other address of which the Administrative Agent shall have been notified pursuant thereto with Section 11 of this Agreementa copy to Xxxxx Xxxxxxxxxx & Xxxxx, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention Xxxxx X. Xxxxxxxxxx, Esq.; and (ivd) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx xxx in any other jurisdiction.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALWaiver of Jury --------------------------------------------------------- Trial. This Agreement and the other Credit Documents, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each and the rights and duties ----- of the parties hereto hereby irrevocably thereto, shall be construed in accordance with and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to governed by the nonexclusive general jurisdiction of the courts internal laws of the State of New York, . The Borrower hereby submits to the courts nonexclusive jurisdiction of the United States of America District Court for the Southern District of New York and appellate courts from of any thereof; (ii) consents that New York State court sitting in the City of New York for purposes of all legal proceedings arising out of or relating to this Agreement, any such action other Credit Document or proceeding may be brought in such courts and waives the transactions contemplated thereby. The Borrower irrevocably waives, to the fullest extent permitted by law, any objection that it they may now or hereafter have to the laying of the venue of such action or proceeding in any such proceeding brought in such a court or and any claim that any such action or proceeding was brought in such a court has been brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail)forum. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in any other jurisdictionPROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH DEEMED TO BE A CONTRACT MADE UNDER THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT REFERENCE GIVING EFFECT TO THE RULES THEREOF RELATING TO OF SAID STATE GOVERNING THE CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto The Parties hereby irrevocably and unconditionally: (i) submits for itself and its property agree that any action, proceeding or claim against it arising out of, or relating in any legal action or proceeding relating to way to, this Agreement or any documents executed may be brought and delivered enforced in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts York or of the United States of America for the Southern District of New York York, and appellate courts from irrevocably submits to such jurisdiction for such purpose. The Parties hereby irrevocably waive any thereof; objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Parties (iiat the option of the party bringing such action, proceeding or claim) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected served by mailing transmitting a copy thereof thereof, by registered or certified mail (or any substantially similar form of mail), return receipt requested, postage prepaid, addressed to such Person it at its the address determined set forth in accordance with Section 11 of this Agreement; and (iv) agrees that nothing 7.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Party so served in any action, proceeding or claim. Nothing herein shall affect the right of any party hereto to effect service of serve process in any other manner permitted by law or shall limit the right to sxx commence legal proceedings or otherwise proceed against any other party in any other jurisdiction.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES WITHOUT REFERENCE GIVING EFFECT TO THE RULES THEREOF RELATING TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW AND TO THE OBLIGATIONS, RIGHTS AND REMEDIES EXTENT THAT THE APPLICATION OF THE PARTIES HEREUNDER SHALL LAWS OF ANOTHER JURISDICTION WOULD BE DETERMINED IN ACCORDANCE WITH SUCH LAWSREQUIRED THEREBY. (b) Each of Issuer and, with respect to clause (i) below, the parties hereto Trustee hereby irrevocably and unconditionally: (i) submits for itself and its property in to any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewithIndenture, or for recognition and enforcement of any judgment in respect thereofof this Indenture, to the nonexclusive non-exclusive general jurisdiction of the courts of the State of New York, County of New York, the courts of the United States of America for the Southern District of New York York, and appellate courts from any thereoffor such state and federal courts; (ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person CR US at its address determined in accordance with Section 11 set below its signature to this Agreement or at such other address as CR US shall have notified the Trustee; provided that for any notice or service of this Agreementprocess to be effective under Mexican law, such notice or service shall be deemed to have been given or made when delivered either (i) personally, return receipt requested or (ii) by certified mail, return receipt requested; and (iv) agrees that nothing herein in this Indenture shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in sue xx any other jurisdiction.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE REGARD TO THE RULES THEREOF RELATING TO CONFLICTS CONFLICT OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSPRINCIPLES THEREOF. (b) Each of the parties Subject to Section 4.12 hereof, each party hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, York and the federal courts of the United States of America for located in the Southern District State of New York solely in respect of the interpretation and appellate enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or 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 from or that the venue thereof may not be appropriate or that this Agreement or any thereof; (ii) consents 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 New York State or federal court. The parties hereby consent to jurisdiction over the person of such parties and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 4.02 or in such other manner as may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in any other jurisdictionbe valid and sufficient service thereof.

Governing Law; Submission to Jurisdiction. This Agreement, and all claims or causes of action (awhether in contract or tort) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALthat may be based upon, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each arise out of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating relate to this Agreement or the negotiation, execution or performance of this Agreement (including any documents executed and delivered claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection herewithwith this Agreement), or for recognition will be construed in accordance with and enforcement of any judgment in respect thereof, to governed by the nonexclusive general jurisdiction of the courts Laws of the State of New York, York without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the courts exclusive jurisdiction of the United States of America District Court for the Southern District of New York and of the Supreme Court of the State of New York sitting in New York County and appellate courts from thereof for the purpose of any thereof; (ii) consents suit, action or proceeding arising out of, or relating to, this Agreement or the other Transaction Documents, the use of proceeds of the Purchased Securities and the transactions contemplated hereunder and under the other Transaction Documents and irrevocably agree that all claims in respect of any such suit, action or proceeding may be brought heard and determined in such courts and waives court. The parties to this Agreement hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that it they may now or hereafter have to the laying of venue of any such action dispute brought in such court or proceeding any defense of inconvenient forum for the maintenance of such dispute. Each of the parties to this Agreement agrees that a judgment in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding dispute may be effected enforced in other jurisdictions by mailing a copy thereof by registered suit on the judgment or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted provided by law or shall limit the right to sxx in any other jurisdictionLaw.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSThis Agreement and each Note shall be governed by and construed in accordance with the laws of the State of New York. (b) Each of the parties hereto Borrower hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America District Court for the Southern District of New York and appellate courts from of any thereof; (ii) consents that any such action New York State court sitting in New York City for purposes of all legal proceedings arising out of or proceeding may be brought in such courts and waives relating to this Agreement or the transactions contemplated hereby. Each Borrower irrevocably waives, to the fullest extent permitted by law, any objection that which it may now or hereafter have to the laying of the venue of such action or proceeding in any such proceeding brought in such a court or and any claim that any such action or proceeding was brought in such a court has been brought in an inconvenient court and agrees not to plead or claim the same;forum. (iiic) agrees that Each Borrower irrevocably designates and appoints CT Corporation System, having an office on the date hereof at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as such Borrower's authorized agent, to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding may referred to in subsection (b) above in any federal or New York State court sitting in New York City. Each Borrower represents and warrants that such agent has agreed to accept such appointment. Said designation and appointment shall not be effected revocable by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail)Borrower until all principal, postage prepaid, to such Person at its address determined interest and other amounts payable hereunder shall have been paid in full in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein the provisions hereof or, if earlier, when such Borrower's status as a Borrower hereunder is terminated. If such agent shall affect the right cease to effect service of process in any other manner permitted by law or shall limit the right to sxx in any other jurisdiction.act as agent for any

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in any other jurisdiction.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALThis Agreement shall ----------------------------------------- be governed by, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONSand construed in accordance with, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts law of the State of New York, . The Company hereby submits to the courts nonexclusive jurisdiction of the United States of America District Court for the Southern District of New York and of any New York state court sitting in New York County (and any appellate courts court from any thereof; (ii) consents that any such action for the purposes of all legal proceedings arising out of or proceeding may be brought in such courts and waives relating to this Agreement or the transactions contemplated hereby. The Company irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of such action or proceeding in any such proceeding brought in such a court or and any claim that any such action or proceeding was brought in such a court has been brought in an inconvenient court forum. The Company hereby irrevocably agrees and agrees not to plead or claim the same; (iii) agrees consents that service of process in any such action or legal proceeding in any such court may be effected made on the Company by the mailing a copy thereof by registered mail postage prepaid or certified mail (or by transmitting the same by telecopier, to the Company in the manner specified in Section 11.02 hereof, and any substantially similar form such service shall be deemed good and effective when transmitted by telecopier or, in the case of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreementupon receipt; and (iv) agrees provided that nothing herein shall will affect the right of any Bank or the Administrative Agent to effect service of serve process in any other manner permitted by law law. To the extent that the Company has or shall limit hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or execution on the right ground of sovereignty or otherwise) with respect to sxx itself or its Property, it hereby irrevocably waives, to the fullest extent permitted by applicable law, such immunity in any other jurisdictionrespect of its obligations under this Agreement.

Governing Law; Submission to Jurisdiction. This Agreement, and all claims or causes of action (awhether in contract or tort) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNALthat may be based upon, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each arise out of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating relate to this Agreement or the negotiation, execution or performance of this Agreement (including any documents executed and delivered claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection herewithwith this Agreement), or for recognition will be construed in accordance with and enforcement governed by the Laws of the State of New York without regard to principles of conflicts of laws. Any action against any judgment in respect thereof, party relating to the nonexclusive general foregoing shall be brought in any federal or state court of competent jurisdiction of the courts of located within the State of New York, and the courts parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the United States of America for the Southern District State of New York and appellate courts from any thereof; (ii) consents that over any such action or proceeding may be brought in such courts and waives action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that it which they may now or hereafter have to the laying of venue of any such action dispute brought in such court or proceeding any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such court dispute may be enforced in other jurisdictions by suit on the judgment or that such action or proceeding was brought in an inconvenient court and agrees not any other manner provided by Law. Each of the parties hereto consents to plead or claim the same; (iii) agrees that service of process being served in any such action or proceeding may be effected by mailing mailing, certified mail, return receipt requested, a copy thereof by registered or certified mail (or any substantially similar form of mail)to such party at the address in effect for notices hereunder, postage prepaidand agrees that such service shall, to such Person at its address determined in accordance with Section 11 the fullest extent permitted by Law, constitute good and sufficient service of this Agreementprocess and notice thereof; and (iv) agrees provided, however, that nothing herein in the foregoing shall affect the or limit any right to effect service of serve process in any other manner permitted by law or shall limit the right to sxx in any other jurisdictionLaw.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FACILITY DOCUMENT (EXCEPT, AS TO ANY OTHER FACILITY DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSYORK. (b) Each of the parties party hereto hereby irrevocably and unconditionally: (i) submits for itself and its property to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York City in any legal action or proceeding arising out of or relating to this Agreement or any documents executed the Facility Documents, and delivered in connection herewith, or for recognition and enforcement of any judgment each party hereto hereby irrevocably agrees that all claims in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought heard and determined in such courts and waives any objection that it may now or hereafter have New York State court or, to the venue extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or proceeding. The parties hereto agree that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process a final judgment in any such action or proceeding shall be conclusive and may be effected enforced in other jurisdictions by mailing a copy thereof by registered suit on the judgment or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11 of this Agreement; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted provided by law or shall limit the right to sxx in any other jurisdictionlaw.

Governing Law; Submission to Jurisdiction. Integration. ------------------------------------------------------ (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE YORK. EACH OF THE TRANSFEROR, THE COLLECTION AGENT AND COMPUCOM HEREBY SUBMITS TO THE RULES THEREOF NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO CONFLICTS OF LAW AND THIS AGREEMENT OR THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) TRANSACTIONS CONTEMPLATED HEREBY. Each of the parties hereto Transferor, the Collection Agent and CompuCom hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereofwaives, to the nonexclusive general jurisdiction of the courts of the State of New Yorkfullest extent it may effectively do so, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts and waives any objection that which it may now or hereafter have to the laying of the venue of such action or proceeding in any such proceeding brought in such a court or and any claim that any such action or proceeding was brought in such a court has been brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process forum. Nothing in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with this Section 11 of this Agreement; and (iv) agrees that nothing herein 10.4 shall affect the right of the Company to effect service bring any action or proceeding against the Transferor, the Collection Agent and CompuCom or their property in the courts of process in any other manner permitted jurisdictions. (b) This Agreement contains the final and complete integration of all prior expressions by law the parties hereto with respect to the subject matter hereof and shall constitute the entire Agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or shall limit the right to sxx in any other jurisdictionwritten understandings.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) This Agreement shall be governed by and construed and interpreted in accordance with the laws of New York without reference to principles of conflict of laws. Each of the parties hereto Company and the Executive hereby irrevocably and unconditionally: : (i) submits for itself or himself, as applicable, and its or his property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewithAgreement, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York York, and appellate courts from any thereof; ; (ii) consents that any such action or proceeding may be brought in such courts courts, and waives any objection that it or he may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court forum and agrees not to plead or claim the same; ; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its or his address determined set forth in accordance with Section 11 of this Agreementor designated pursuant to section 26 hereof; and and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx in sue xx any other jurisdiction.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE INTERNAL, SUBSTANTIVE LAWS LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWSYORK. (b) Each of the parties hereto The Borrower hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection herewiththe other Loan Documents to which it is a party, or for the recognition and enforcement of any judgment in respect thereof, to the nonexclusive non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York York, and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaidprepay, to such Person the Borrower at its address determined in accordance with Section 11 set forth on Schedule I or at such other address of which the Administrative Agent shall have been notified pursuant to the terms of this Agreement; and; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sxx xxx in any other jurisdiction; and (v) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

Governing Law; Submission to Jurisdiction. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH DEEMED TO BE A CONTRACT MADE UNDER THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT REFERENCE GIVING EFFECT TO THE RULES THEREOF RELATING TO OF SAID STATE GOVERNING THE CONFLICTS OF LAW AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (b) Each of the The parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property agree that any action, proceeding or claim against it arising out of, or relating in any legal action or proceeding relating to way to, this Agreement or any documents executed may be brought and delivered enforced in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts York or of the United States of America for the Southern District of New York York, and appellate courts from irrevocably submits to such jurisdiction for such purpose. The parties hereto hereby irrevocably waive any thereof; objection to such jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the parties hereto (iiat the option of the party bringing such action, proceeding or claim) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected served by mailing transmitting a copy thereof thereof, by registered or certified mail (or any substantially similar form of mail), return receipt requested, postage prepaid, addressed to such Person it at its the address determined set forth in accordance with Section 11 of this Agreement; and (iv) agrees that nothing 4.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. Nothing herein shall affect the right of any party hereto to effect service of serve process in any other manner permitted by law or shall limit the right to sxx commence legal proceedings or otherwise proceed against any other party in any other jurisdiction.