Common use of Governing Law; Suits; Jury Trial Clause in Contracts

Governing Law; Suits; Jury Trial. UNLESS OTHERWISE AGREED BY THE PARTIES IN WRITING, ALL THE RIGHTS AND OBLIGATIONS OF THE LENDER AND THE PLEDGOR WITH RESPECT HERETO OR UNDER ANY OTHER DOCUMENT, AND WITH RESPECT TO ANY OBLIGATION OR OTHER TRANSACTION OR RELATIONSHIP (ALL SUCH DOCUMENTS, OBLIGATIONS, TRANSACTIONS AND RELATIONSHIPS BEING REFERRED TO HEREIN COLLECTIVELY AS THE “RELATIONSHIP”) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE OF LAW DOCTRINE. The Pledgor hereby submits to the nonexclusive personal jurisdiction of, and agrees that any action or proceeding related in any way to the Relationship shall, if the Lender so chooses, be brought and enforced in, the Supreme Court of the State of New York for New York County or the United States District Court for the Southern District of New York, and hereby waives any objection to jurisdiction or venue in any such proceeding commenced in said courts. The Pledgor hereby waives personal service of any summons, complaint or other process and agrees that any process required to be served on the Pledgor for purposes of any such proceeding may be served on the Pledgor, with the same effect as personal service within the State of New York, by certified mail or by courier service providing evidence of delivery addressed to the Pledgor at the Pledgor’s address for notices as provided in the Credit Terms or Section 14 of the Master Agreement and shall be deemed to have been served when received or delivered at such address. THE PLEDGOR AND THE LENDER EACH HEREBY WAIVES TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THE RELATIONSHIP, OR ANY OTHER CLAIM OR DISPUTE WITH RESPECT HERETO OR THERETO HOWSOEVER ARISING, TO WHICH THE PLEDGOR AND THE LENDER ARE PARTIES. If any provision hereof is invalid or unenforceable under applicable law, the other provisions hereof shall remain in full force and effect. All rights and remedies granted to the Lender hereunder, under any other document and under applicable law shall be cumulative and may be exercised by the Lender from time to time.

Governing Law; Suits; Jury Trial. UNLESS OTHERWISE AGREED BY THE PARTIES IN WRITINGAttachment I - Form of Amendment Exhibit A - Form of Schedule I to Financing Statement Exhibit B - Filing Offices PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT (this “Agreement”), ALL THE RIGHTS AND OBLIGATIONS OF THE LENDER AND THE PLEDGOR WITH RESPECT HERETO OR UNDER ANY OTHER DOCUMENT, AND WITH RESPECT TO ANY OBLIGATION OR OTHER TRANSACTION OR RELATIONSHIP (ALL SUCH DOCUMENTS, OBLIGATIONS, TRANSACTIONS AND RELATIONSHIPS BEING REFERRED TO HEREIN COLLECTIVELY AS THE “RELATIONSHIP”) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE OF LAW DOCTRINE. The Pledgor hereby submits to the nonexclusive personal jurisdiction of, and agrees that any action or proceeding related in any way to the Relationship shall, if the Lender so chooses, be brought and enforced in, the Supreme Court dated as of the State of New York for New York County or the United States District Court for the Southern District of New York, and hereby waives any objection to jurisdiction or venue in any such proceeding commenced in said courts. The Pledgor hereby waives personal service of any summons, complaint or other process and agrees that any process required to be served on the Pledgor for purposes of any such proceeding may be served on the Pledgor, with the same effect as personal service within the State of New York, by certified mail or by courier service providing evidence of delivery addressed to the Pledgor at the Pledgor’s address for notices as provided in the Credit Terms or Section 14 date of the Master Agreement and referred to herein, among UBS AG (London Branch) (the “Options Office”), pledgor(s) named on the signature page of this agreement (the “Pledgor”), UBS AG (Stamford Branch), as Collateral Agent for the Secured Parties (as defined herein) (the “Collateral Agent”), and, (A) when an Amendment in the form attached as Attachment I shall be deemed to have been served when received executed, such lender as may execute an Amendment (the “Lender”) or delivered at (B) if a registered broker-dealer or financial institution shall have executed this Agreement as a Securities Intermediary, as that term is defined in the UCC, such addressinstitution in its capacity as Securities Intermediary (the “Securities Intermediary”). THE PLEDGOR AND THE LENDER EACH HEREBY WAIVES TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TOThe Options Office and the Pledgor have entered into a Master Agreement for Equity Options dated as of the date hereof (the “Master Agreement”), IN CONNECTION WITH, OR ARISING OUT OF THE RELATIONSHIP, OR ANY OTHER CLAIM OR DISPUTE WITH RESPECT HERETO OR THERETO HOWSOEVER ARISING, TO WHICH THE PLEDGOR AND THE LENDER ARE PARTIES. If any provision hereof is invalid or unenforceable under applicable law, pursuant to which the other provisions hereof shall remain Options Office and the Pledgor may enter into Options (as defined in full force and effect. All rights and remedies granted to the Lender hereunder, under any other document and under applicable law shall be cumulative and may be exercised by the Lender Master Agreement) from time to time., which Options will be evidenced by confirmations provided by the Options Office (“Confirmations”). In addition, the Lender, the Pledgor or any Other Borrower (as defined herein) have entered into, or may in the future enter into, the Credit Terms (as defined herein), pursuant to which the Lender may make one or more loans to the Pledgor or Other Borrower, as the case may be, from time to time as secured by the Pledged Securities, the Pledgor Contract Rights and other Collateral (as each term is defined herein). Such loans are referred to herein as “Option Loans”. The Options Office and the Pledgor have agreed that the Pledgor shall secure certain of the obligations to the Options Office under the Master Agreement and to the Lender under the Credit Terms in accordance with the terms of this Agreement; and the Master Agreement, the Credit Terms (if and when entered into) and, as applicable, each Advice (as such term, as applicable, is defined in the Credit Terms) and Confirmation will supplement, form a part of, and be subject to, this Agreement so that this Agreement, together with all such Advices, Confirmations, the Credit Terms and the Master Agreement will form a single agreement among the Options Office, the Lender and the Pledgor. Accordingly, the parties hereto agree as follows:

Governing Law; Suits; Jury Trial. UNLESS OTHERWISE AGREED BY THE PARTIES IN WRITING, ALL THE RIGHTS AND OBLIGATIONS OF THE LENDER AND THE PLEDGOR WITH RESPECT HERETO OR UNDER ANY OTHER DOCUMENT, AND WITH RESPECT TO ANY OBLIGATION OR OTHER TRANSACTION OR RELATIONSHIP (ALL SUCH DOCUMENTS, OBLIGATIONS, TRANSACTIONS AND RELATIONSHIPS BEING REFERRED TO HEREIN COLLECTIVELY AS THE “"RELATIONSHIP”") SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE OF LAW DOCTRINE. The Pledgor hereby submits to the nonexclusive personal jurisdiction of, and agrees that any action or proceeding related in any way to the Relationship shall, if the Lender so chooses, be brought and enforced in, the Supreme Court of the State of New York for New York County or the United States District Court for the Southern District of New York, and hereby waives any objection to jurisdiction or venue in any such proceeding commenced in said courts. The Pledgor hereby waives personal service of any summons, complaint or other process and agrees that any process required to be served on the Pledgor for purposes of any such proceeding may be served on the Pledgor, with the same effect as personal service within the State of New York, by certified mail or by courier service providing evidence of delivery addressed to the Pledgor at the Pledgor’s 's address for notices as provided in the Credit Terms or Section 14 of the Master Agreement and shall be deemed to have been served when received or delivered at such address. THE PLEDGOR AND THE LENDER EACH HEREBY WAIVES TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THE RELATIONSHIP, OR ANY OTHER CLAIM OR DISPUTE WITH RESPECT HERETO OR THERETO HOWSOEVER ARISING, TO WHICH THE PLEDGOR AND THE LENDER ARE PARTIES. If any provision hereof is invalid or unenforceable under applicable law, the other provisions hereof shall remain in full force and effect. All rights and remedies granted to the Lender hereunder, under any other document and under applicable law shall be cumulative and may be exercised by the Lender from time to time.. Equity Option Pledge

Governing Law; Suits; Jury Trial. UNLESS OTHERWISE AGREED BY THE PARTIES IN WRITING, ALL THE RIGHTS AND OBLIGATIONS OF THE LENDER AND THE PLEDGOR WITH RESPECT HERETO OR UNDER ANY OTHER DOCUMENT, AND WITH RESPECT TO ANY OBLIGATION OR OTHER TRANSACTION OR RELATIONSHIP (ALL SUCH DOCUMENTS, OBLIGATIONS, TRANSACTIONS AND RELATIONSHIPS BEING REFERRED TO HEREIN COLLECTIVELY AS THE “"RELATIONSHIP”") SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE OF LAW DOCTRINE. The Pledgor hereby submits to the nonexclusive personal jurisdiction of, and agrees that any action or proceeding related in any way to the Relationship shall, if the Lender so chooses, be brought and enforced in, the Supreme Court of the State of New York for New York County or the United States District Court for the Southern District of New York, and hereby waives any objection to jurisdiction or venue in any such proceeding commenced in said courts. The Pledgor hereby waives personal service of any summons, complaint or other process and agrees that any process required to be served on the Pledgor for purposes of any such proceeding may be served on the Pledgor, with the same effect as personal service within the State of New York, by certified mail or by courier service providing evidence of delivery addressed to the Pledgor at the Pledgor’s 's address for notices as provided in paragraph VII(d) of the Credit Terms or Section 14 13 of the Master Agreement and shall be deemed to have been served when received or delivered at such address. THE PLEDGOR AND THE LENDER EACH HEREBY WAIVES TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THE RELATIONSHIP, OR ANY OTHER CLAIM OR DISPUTE WITH RESPECT HERETO OR THERETO HOWSOEVER ARISING, TO WHICH THE PLEDGOR AND THE LENDER ARE PARTIES. If any provision hereof is invalid or unenforceable under applicable law, the other provisions hereof shall remain in full force and effect. All rights and remedies granted to the Lender hereunder, under any other document and under applicable law shall be cumulative and may be exercised by the Lender from time to time.. <PAGE>

Governing Law; Suits; Jury Trial. UNLESS OTHERWISE AGREED BY THE PARTIES IN WRITINGAttachment I - Form of Amendment Exhibit A - Form of Schedule I to Financing Statement Exhibit B - Filing Offices PLEDGE AND SECURITY AGREEMENT (this "Agreement"), ALL THE RIGHTS AND OBLIGATIONS OF THE LENDER AND THE PLEDGOR WITH RESPECT HERETO OR UNDER ANY OTHER DOCUMENT, AND WITH RESPECT TO ANY OBLIGATION OR OTHER TRANSACTION OR RELATIONSHIP (ALL SUCH DOCUMENTS, OBLIGATIONS, TRANSACTIONS AND RELATIONSHIPS BEING REFERRED TO HEREIN COLLECTIVELY AS THE “RELATIONSHIP”) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE OF LAW DOCTRINE. The Pledgor hereby submits to the nonexclusive personal jurisdiction of, and agrees that any action or proceeding related in any way to the Relationship shall, if the Lender so chooses, be brought and enforced in, the Supreme Court dated as of the State of New York for New York County or the United States District Court for the Southern District of New York, and hereby waives any objection to jurisdiction or venue in any such proceeding commenced in said courts. The Pledgor hereby waives personal service of any summons, complaint or other process and agrees that any process required to be served on the Pledgor for purposes of any such proceeding may be served on the Pledgor, with the same effect as personal service within the State of New York, by certified mail or by courier service providing evidence of delivery addressed to the Pledgor at the Pledgor’s address for notices as provided in the Credit Terms or Section 14 date of the Master Agreement and referred to herein, among UBS AG (London Branch) (the "Options Office"), pledgor(s) named on the signature page of this agreement (the "Pledgor"), UBS AG (Stamford Branch), as Collateral Agent for the Secured Parties (as defined herein) (the "Collateral Agent"), and, (A) when an Amendment in the form attached as Attachment I shall be deemed to have been served when received executed, such lender as may execute an Amendment (the "Lender") or delivered at (B) if a registered broker-dealer or financial institution shall have executed this Agreement as a Securities Intermediary, as that term is defined in the UCC, such addressinstitution in its capacity as Securities Intermediary (the "Securities Intermediary"). THE PLEDGOR AND THE LENDER EACH HEREBY WAIVES TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TOThe Options Office and the Pledgor have entered into a Master Agreement for Equity Options dated as of the date hereof (the "Master Agreement"), IN CONNECTION WITH, OR ARISING OUT OF THE RELATIONSHIP, OR ANY OTHER CLAIM OR DISPUTE WITH RESPECT HERETO OR THERETO HOWSOEVER ARISING, TO WHICH THE PLEDGOR AND THE LENDER ARE PARTIES. If any provision hereof is invalid or unenforceable under applicable law, pursuant to which the other provisions hereof shall remain Options Office and the Pledgor may enter into Options (as defined in full force and effect. All rights and remedies granted to the Lender hereunder, under any other document and under applicable law shall be cumulative and may be exercised by the Lender Master Agreement) from time to time., which Options will be evidenced by confirmations provided by the Options Office ("Confirmations"). In addition, the Lender, the Pledgor or any Other Borrower (as defined herein) have entered into, or may in the future enter into, the Credit Terms (as defined herein), pursuant to which the Lender may make one or more loans to the Pledgor or Other Borrower, as the case may be, from time to time as secured by the Pledged Securities, the Pledgor Contract Rights and other Collateral (as each term is defined herein). Such loans are referred to herein as "Option Loans". The Options Office and the Pledgor have agreed that the Pledgor shall secure certain of the obligations to the Options Office under the Master Agreement and to the Lender under the Credit Terms in accordance with the terms of this Agreement; and the Master Agreement, the Credit Terms (if and when entered into) and, as applicable, each Advice (as such term, as applicable, is defined in the Credit Terms) and Confirmation will supplement, form a part of, and be subject to, this Agreement so that this Agreement, together with all such Advices, Confirmations, the Credit Terms and the Master Agreement will form a single agreement among the Options Office, the Lender and the Pledgor. Accordingly, the parties hereto agree as follows:

Governing Law; Suits; Jury Trial. UNLESS OTHERWISE AGREED BY THE PARTIES IN WRITING, ALL THE RIGHTS AND OBLIGATIONS OF THE LENDER BANK AND THE PLEDGOR GUARANTOR WITH RESPECT HERETO OR UNDER ANY OTHER DOCUMENTHERETO, AND WITH RESPECT TO ANY OBLIGATION OR OTHER TRANSACTION OR RELATIONSHIP (ALL SUCH DOCUMENTS, OBLIGATIONS, TRANSACTIONS AND RELATIONSHIPS BEING REFERRED TO HEREIN COLLECTIVELY AS THE “"RELATIONSHIP”") SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD YORK, AND SHALL BE BINDING UPON AND SHALL INURE TO CHOICE THE BENEFIT OF LAW DOCTRINETHE GUARANTOR, THE BANK AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS. The Pledgor Guarantor hereby submits to the nonexclusive personal jurisdiction of, and agrees that any action or proceeding related in any way to the Relationship shall, if the Lender Bank so chooses, be brought and enforced in, the Supreme Court of the State of New York for New York County or the United States District Court for the Southern District of New York, York and hereby waives any objection to jurisdiction or venue in any such proceeding commenced in said courts. The Pledgor Guarantor hereby waives personal service of any summons, complaint or other process and agrees that any process required to be served on the Pledgor Guarantor for purposes of any such proceeding may be served on the PledgorGuarantor, with the same effect as personal service within the State of New York, by certified mail or by courier service providing evidence of delivery addressed to the Pledgor Guarantor at the Pledgor’s Guarantor's address for notices as provided in the Credit Terms or Section 14 paragraph (c) of the Master Agreement this Article III and shall be deemed to have been served when received or delivered at such address. THE PLEDGOR GUARANTOR AND THE LENDER BANK EACH HEREBY WAIVES TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THE RELATIONSHIP, OR ANY OTHER CLAIM OR DISPUTE WITH RESPECT HERETO OR THERETO HOWSOEVER ARISING, TO WHICH THE PLEDGOR GUARANTOR AND THE LENDER BANK ARE PARTIES. If any provision hereof is invalid or unenforceable under applicable law, the other provisions hereof shall remain in full force and effect. All rights and remedies granted to the Lender Bank hereunder, under any other document and under applicable law shall be cumulative and may be exercised by the Lender Bank from time to time.

Governing Law; Suits; Jury Trial. UNLESS OTHERWISE AGREED BY THE PARTIES IN WRITING, ALL THE RIGHTS AND OBLIGATIONS OF THE LENDER BANK AND THE PLEDGOR WITH RESPECT HERETO OR UNDER ANY OTHER DOCUMENT, AND GUARANTOR WITH RESPECT TO ANY OBLIGATION OR OTHER TRANSACTION OR THE RELATIONSHIP (ALL SUCH DOCUMENTS, OBLIGATIONS, TRANSACTIONS AND RELATIONSHIPS BEING REFERRED TO HEREIN COLLECTIVELY AS THE “RELATIONSHIP”) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK YORK, WITHOUT REGARD GIVING EFFECT TO PRINCIPLES OF CHOICE OF LAW DOCTRINEOR CONFLICT OF LAWS. The Pledgor hereby submits In the event that the arbitration provision contained herein is found to be unenforceable, the Guarantor agrees to submit to the nonexclusive personal exclusive jurisdiction of, and agrees that any action or proceeding related in any way to the Relationship shall, if the Lender so chooses, be brought and enforced in, the Supreme Court of the State courts of New York for New York County or the United States District Court for the Southern District of New York and the courts of the State of New York; provided, and however, that proceedings against the Guarantor may also be brought in courts of the jurisdiction of the Guarantor’s residence or place of business if the Bank so elects. THE GUARANTOR AND THE BANK IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY PROCEEDING CONCERNING THE RELATIONSHIP. In each case, the Guarantor hereby waives any objection to jurisdiction or venue in any such proceeding commenced in said courts. The Pledgor Guarantor hereby waives personal service of any summons, complaint or other process and agrees that any process required to be served on the Pledgor Guarantor for purposes of any such proceeding may be served on the PledgorGuarantor, with the same effect as personal service within the State of New York, by certified mail or by courier service providing evidence of delivery addressed to the Pledgor Guarantor at the PledgorGuarantor’s address for notices as provided in the Credit Terms or Section 14 of the Master Agreement Article III(c) and shall be deemed to have been served when received or delivered at such address. THE PLEDGOR AND THE LENDER EACH HEREBY WAIVES TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THE RELATIONSHIP, OR ANY OTHER CLAIM OR DISPUTE WITH RESPECT HERETO OR THERETO HOWSOEVER ARISING, TO WHICH THE PLEDGOR AND THE LENDER ARE PARTIES. If any provision hereof is invalid or unenforceable under applicable law, the other provisions hereof shall remain in full force and effect. All rights and remedies granted to the Lender Bank hereunder, under any other document and under applicable law shall be cumulative and may be exercised by the Lender Bank from time to time.. In witness whereof, the Guarantor has executed this Agreement as of October 29, 2007. IXE Banco, S.A. Fideicomiso F/466 NAME OF GUARANTOR Authorized Signature(s) Address: